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TERMS AND CONDITIONS FOR ESIGNATION MARKETPLACE
These Terms and Conditions are part of a Marketplace User Agreement (the “Agreement”) between TT Tech LLC, dba, eSignation.com, referred to as “eSignation” for the remainder of this contract and the Marketplace Customer named on the signature page of the Agreement and referred to as “Customer” for the remainder of this agreement. Agreement commences on latest date of signature on the signature page of the Agreement. Capitalized terms in these Terms and Conditions that are not defined in these Terms and Conditions have the meanings given to them on the signature page of the Agreement.
- DEFINITIONS
1.1. Defined Terms. For purposes of these Terms and Conditions (also referred to herein as these “Terms”), the following terms will have the following meanings:
(a) “Administrative Services” means the operation of the Marketplace and the administrative services provided by eSignation in connection with the Marketplace, including services relating to invoicing, merchant services and payment remittance to Vendor on behalf of an eSignation Customer.
(b) “Invoicing Services” means creating sales agreements and payment processing for a particular, prearranged physical good or service for sale from Marketplace Vendors.
(c) “Law” means any applicable international, federal, state, or local law, rule, and regulation, as amended.
(d) “Marketplace” means the electronic marketplace that is owned and operated by eSignation.com and through which Vendors can offer, and Customers can arrange and buy, physical goods and services.
(e) “Vendor” means a person who receives invoices and/or purchase orders with payments remit by You through the Marketplace.
(f) “You,” or “your,” regardless of capitalization, means the Customer named on the signature page of the Agreement. - ACCESS TO THE MARKETPLACE
2.1. Access. These Terms govern your access to and use of the Marketplace. 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.
2.2. 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.
2.3. 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.
2.4. 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.
2.5. 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.
2.6. 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. - ADMINISTRATIVE SERVICES
3.1. Generally. eSignation will provide the Administrative Services in compliance with Law and your Agreement.
Without limiting the foregoing, unless provided otherwise in your Agreement, eSignation will pay Providers for the products, goods and or services detailed through the Invoicing Services you submit through the Marketplace, and you will pay eSignation the fees set forth for the Invoicing Services and Administrative Services, including merchant fees and foreign exchange fees outlined in the invoice.
3.2. Fees. eSignation will include fees in your invoice. All fees are exclusive of taxes, duty or other fees associated with shipping or receiving physical goods or services. You will be responsible for all applicable sales, use, and excise taxes, duty, VAT, etc. You must provide an exemption certificate if you claim exemption from tax. eSignation may increase the fees or add surcharges on future services upon 60 days’ notice to you.
3.3. Payment Terms. You will pay all undisputed invoiced amounts upon submission of invoice. Undisputed amounts which are not timely paid will accrue interest at the rate of 10% per month or the highest rate permitted by Law, whichever is less. Your obligation to pay undisputed amounts is absolute
and may not be set off against any other amounts or withheld for any other reason. You will reimburse eSignation for any reasonable costs or expenses that are incurred in collecting amounts owed from you, including reasonable attorneys’ fees and court costs.
3.4. Disputed Amounts. If you dispute an invoiced amount, you must notify eSignation within 10 days of receipt of invoice and provide a detailed description of the reasons for such dispute. Absent fraud, you will be deemed to have waived disputes concerning invoiced amounts which are not disputed in the foregoing manner. eSignation may suspend your access to the Marketplace if you fail to timely pay any undisputed
amount or if you and eSignation are unable to resolve any disputed amount within 30 days.
3.5. Financial Assurance. If you admit in writing your inability to pay your 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 if eSignation in good faith determines that you may not be able to timely pay fees due under your Agreement, eSignation may suspend your access to the Marketplace until you deliver adequate financial assurance, which may include advance cash payment, a guarantee from a creditworthy entity acceptable to eSignation, or a letter of credit from a nationally recognized financial institution.
3.6. Chargebacks. With respect to any chargebacks on any amount paid, no chargeback shall be honored under the following conditions:
(1) Fulfillment issues not reported within 10 days of final payment, (2) Port clearance issues or customs issues where physical goods have left the origination port, (3)
3.7. Disclaimer. EXCEPT AS STATED OTHERWISE IN THESE TERMS, ESIGNATION MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED,REGARDING THE ADMINISTRATIVE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, FORMFOX MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE ADMINISTRATIVE SERVICES, OR THAT SUCH SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. - SERVICES
4.1. Choice of Vendors. You are responsible for choosing the products, goods or services you need. eSignation does not recommend or require that you choose any particular Provider, other than you must choose a Provider that is available through the Marketplace if you wish to obtain products, goods or services through the Marketplace. You are responsible for paying Providers for products, goods or services that are not obtained through the Marketplace.
4.2. Provider Relationships. eSignation will not provide any of the physical products, goods or services. The physical products, goods or services will be provided by Providers who are third party approved Vendors for whom eSignation will not have any liability or responsibility, other than with respect to responsibilities undertaken by eSignation in connection with the Administrative Services and Invoicing Services. When you obtain products, goods or services through the Marketplace, you will be deemed to have obtained such services through an independent relationship between you and the applicable Provider. The Invoicing Services may be subject to other terms and conditions established by the applicable Provider.
4.3. Provider Payments. You acknowledge that products, goods or services you obtain through the Marketplace are provided by eSignation’s approved Vendors and thus you agree to hold eSignation harmless for any liability for payments made in error or with error(s). You take full responsibility for the accuracy of invoices created in the Marketplace and serviced under Administrative Services and Invoicing Services. You agree that any invoice payments (1) made to a Marketplace Vendor and, (2) confirmed via invoice payment status as “complete”, must be obtained directly from the Provider and not through a chargeback process or other reversal method. You understand that eSignation does not hold funds in escrow and You acknowledge that once funds are transferred, similar to a bank wire transfer, funds are unlikely to be recovered through the Marketplace once transmitted. You assume all risk for mistakes regarding invoicing and payments and understand that the Invoicing Services although not a bank wire transfer, through our payment integration with vendors, behaves similarly to bank wire transfers.
4.4. Release and Indemnification. Any claims, complaints, or disagreements you may have with respect to the physical products, goods or services will be the responsibility of the applicable Provider. You release and forever discharge eSignation from any claims you may have relating to the physical products, goods or services or Invoicing Services. You agree to indemnify, defend, and hold harmless eSignation for and against any claims made by third parties, including your contractors, agents, and employees (current, prospective, and former), relating to your use of the Invoicing Services.
4.5. Disclaimer. ESIGNATION MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS, GOODS OR SERVICES OR ANY PROVIDER, 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, ACCURACY, QUALITY, SUITABILITY, OR AVAILABILITY OF THE INVOICING SERVICES OR ANY PROVIDER, 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. - AMENDMENT AND TERMINATION
5.1. General Amendments. eSignation may amend these Terms to make amendments that are applicable to all users of the Marketplace by providing notice of such amendments on the Marketplace, on eSignation’s website, or to you in accordance with the notice provisions of these Terms. You may terminate your Agreement upon notice to eSignation if you object to such amendments. Your continued use of the Marketplace following notice of amendment will constitute your acceptance of such amendment.
5.2. Termination Rights. 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.
5.3. Effect of Expiration or Termination. Upon the expiration or termination of your Agreement, your access to the Marketplace will end, and you will remain liable for any fees you incurred before such expiration or termination. - CONFIDENTIALITY
6.1. Confidential Information. You and eSignation acknowledge that in connection with your Agreement you or eSignation may receive nonpublic, proprietary, or confidential information (“Confidential Information”) from each other. You acknowledge that eSignation’s pricing, financial information, ownership information, and processes for operating the Marketplace are Confidential Information. You and eSignation agree to protect the confidentiality of each other’s Confidential Information with no less than a commercially reasonable degree of care.
6.2. Additional Agreements. Unless you and eSignation enter into a different agreement regarding the use and disclosure of Confidential Information, the Terms and Conditions for Mutual Confidentiality Agreements (v1) available at www.eSignation.com/contracts will be incorporated by reference into these Terms and apply to your and eSignation’s use and disclosure of Confidential Information. - PRIVACY AND SECURITY
7.1. Protected Information. You and eSignation acknowledge that you or eSignation may handle nonpublic information about individuals that may be protected under information privacy and security Laws Marketplace User Agreement 5 Terms and Conditions (v1) (“Protected Information”). You and eSignation agree to protect the privacy and security of Protected Information, and establish and maintain appropriate safeguards to protect Protected Information, in a commercially reasonable manner that is at least as protective as that which is required by Law.
7.2. Additional Agreements. Unless you and eSignation enter into a different agreement regarding the use and disclosure of Protected Information, the Terms and Conditions for Data Privacy Protection Agreements (v1) available at www.eSignationp.com/contracts will be incorporated by reference into these Terms and apply to your and eSignation’s use and disclosure of Protected Information in connection with your Agreement. - INTELLECTUAL PROPERTY
8.1. 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.
8.2. 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.
8.3. Client Information. As between you and eSignation, all right, title, and interest in and to all documents,materials, and information that you transmit through the Marketplace will remain your property. You grant eSignation and the Providers a limited, non-exclusive, non-transferable license to use such information to provide Administrative Services and Invoicing Services. Further, subject to any obligations regarding Protected Information, eSignation and its affiliates may use information that is transmitted through or generated from the Marketplace on an aggregated or de-identified basis for research, analytics, and bench marking purposes and reporting to third parties.
8.4. 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. - COMPLIANCE WITH LAW
9.1. General. You and eSignation will comply with all Laws in connection with your Agreement and your use of the Marketplace. If you or eSignation reasonably believe that any Law could restrict your or eSignation’s ability to perform your Agreement in compliance with Law, you or eSignation may give the other notice of intent to amend the Agreement in a manner that permits compliance with Law, and you and eSignation will negotiate in good faith to amend the Agreement in such manner while preserving the substance of the relative economic positions and rights of each other.
9.2. Nature of Services. The Marketplace and all services offered in connection therewith are offered for commercial goods and services related purposes, including Invoicing purchases of Automobiles, Retail Goods, Electronics, etc.
9.3. No Prohibited Products of Services. No part of your Agreement is intended to provide for physical products, goods or services that do not comply with applicable laws and ordinances. You agree as a user of the Marketplace to report any activity that may be suspicious or prohibited immediately.
9.4. Fees. The fees to which you and eSignation have agreed have been mutually agreed upon through an arms-length transaction based on the totality of the contemplated services, are consistent with fair market value, may include foreign exchange fees at published rates at the time of payment, may include merchant payment processing fees, and may also include Marketplace operational fees. - LIMITATION OF LIABILITY
10.1. Exclusion of Certain Kinds of Damages. 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.
10.2. 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 12 months preceding such claim or group of related claims. - FORCE MAJEURE
11.1. Force Majeure Events. Except for payment obligations, neither you nor eSignation will be liable for any
failure or delay in performance or be deemed to have breached your Agreement when such failure or delay
results from any act of God, flood, fire, earthquake, explosion, terrorist act, civil unrest, labor disturbance,
transportation disturbance, telecommunication breakdown, power outage, unusually severe weather, or
other event that is beyond your or eSignation’s reasonable control (each a “Force Majeure Event”).
11.2. 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. - ADDITIONAL COMMITMENTS
12.1. 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.
12.2. 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. - RELATIONSHIP OF THE PARTIES
13.1. 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.
13.2. 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.
13.3. Communication and Advertising. Neither you nor eSignation will issue any public communication
regarding your Agreement or the other party without the other party’s prior written consent. No advertising,
marketing, promotional, or other material using the name, trademark, service mark, logo, or other
proprietary designation of you or eSignation may be used without the other party’s prior written consent. - DISPUTE RESOLUTION
14.1. 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.
14.2. Arbitration. 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, any claim or dispute between you and eSignation relating to an Agreement, regardless of the legal or equitable theory (contract, tort, or otherwise) upon which it is based, which is not settled through
negotiation and consultation as provided above, will be submitted to binding arbitration before one arbitrator. The arbitration will take place in Atlanta, Georgia. The arbitration will be conducted in accordance with the commercial arbitration rules of the American Arbitration Association and in accordance with the substantive law that would be applied in any court of law based on the governing law provision in these Terms. The arbitrator may not, and the parties will direct the arbitrator not to, (a) award any damages which are excluded by these Terms or in excess of limitations provided in these Terms, or (b) ignore or vary the terms of an Agreement. The arbitrator will, and the parties will direct the arbitrator to, follow applicable
principles of law as if in a court of law and issue a reasoned opinion. Judgment upon the decision rendered by the arbitrator may be entered in any court having jurisdiction thereof. All arbitration fees will be split equally by the parties. Any such arbitration award will be final and binding upon the parties. - CHOICE OF LAW AND FORUM
15.1. Governing Law. Your Agreement, and all claims relating thereto, regardless of the legal or equitable theory
(contract, tort, or otherwise) upon which they are based, will be governed by the laws of the State of Georgia
without regard to conflict of laws principles that would require the application of any other Law.
15.2. Jurisdiction. Without limiting the arbitration agreement set forth above, you and eSignation submit to the
jurisdiction of the courts of Fulton County, Georgia and the United States District Court for the District of
Georgia in any proceeding related to your Agreement that are not arbitrated, and any claims by you against
eSignation that cannot be arbitrated, regardless of the legal or equitable theory (contract, tort, or otherwise)
upon which they are based, may only be brought in such courts.
15.3. 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. - MISCELLANEOUS
16.1. Interpretations. The term “writing” and any derivation thereof includes email. References to prices, values,
or monetary amounts refer to United States dollars. Headings are for convenience of reference only and
may not be used for interpretation. References to contracts, including your Agreement and these Terms,
and provisions of Law mean such contracts and provisions of Law as amended, supplemented, or modified.
The term “including” has the inclusive meaning frequently identified with the phrase “including, but not
limited to” or “including, without limitation.” Unless the context otherwise clearly indicates, defined terms
will have comparable meanings when used in their plural or singular forms.
16.2. Notices. Notices under an Agreement must be in writing. Notice to a party will be deemed effective when
delivered to the notice email address or mailing address for such party on the signature page to an
Agreement, or such other email address or mailing address that a party may prescribe by providing a notice
that complies with this section to the other party. Notices sent by mail must be sent by either certified mail,
costs prepaid, or by a nationally recognized carrier, costs prepaid, that provides a record of delivery.
16.3. Computing Time Periods. Unless provided otherwise by Law, when computing time periods under these
Terms, the first day of the period will not be counted, and every other day, including Saturdays, Sundays,
and Holidays, will be counted. If the last day of the period is a Saturday, Sunday, or Holiday, the period will
continue to run until the next day that is not a Saturday, Sunday, or Holiday. The term “Holiday” means a
day on which the Federal Reserve Bank for the District of Georgia is closed. All references to time of day
will be to United States Eastern Standard Time.
16.4. Entire Agreement. These Terms, together with the Agreement into which they are incorporated, set forth
your and eSignation’s complete and exclusive agreement regarding the subject matter hereof and supersede
all prior or contemporaneous agreements regarding the same. Your Agreement may only be modified or
amended in a writing executed by each party. No failure, delay, or single or partial exercise of any right,
power, or privilege by a party will operate as a waiver of any right, power, or privilege of such party. All
remedies are cumulative unless stated otherwise in these Terms.
16.5. 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.
16.6. 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.
16.7. Opportunity for Counsel. You and eSignation acknowledge that you and eSignation have had an opportunity
to consult with an attorney of your and eSignation’s choosing before entering into an Agreement. Each party
agrees that no rule of construction should be applied to construe any term of an Agreement or these Terms
more strictly against the other party. Except when stated differently in an Agreement or these Terms, each
party will be responsible for its own attorneys’ fees in connection with an Agreement and any dispute arising
out of or relating to an Agreement.
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