If you do not agree with any of these terms and conditions, do not use the Site.
By utilizing this Site, you understand and agree that information about you and your transaction will be shared with other companies for the purpose of processing your transaction, including credit card processing, identity verification vendors and information technology service providers. Further, by using our services, you understand and agree that we and/or our service providers may communicate with you regarding the services being provided. You may also receive periodic e-mail messages from us.
1. THESE TERMS AND CONDITIONS MAY CHANGE
eSignature Group, LLC (the “Company”) reserves the right to update or modify these TOU at any time without prior notice. Your use of the Site following any such change constitutes your agreement to follow and be bound by the TOU as changed. For this reason, we encourage you to review these TOU whenever you use this Site.
3. COPYRIGHT & TRADEMARK RIGHTS
eSignatureGuarantee, the eSignatureGuarantee logo, and the Site are all property of the Company. Other trademarks, product names and company names or logos used on this site are the property of their respective owners. All images, graphics, text and other content used in connection with the Site are protected by trademark, copyright and other proprietary laws and treaty provisions. You may not download (except where invited), reproduce, modify, publish, distribute, transmit, transfer, sell or modify any portion of this Site without our express written authorization.
4. OUR SERVICE
The Company provides services as an Internet-based service provider that allows authenticated visitors from anywhere in the United States of America to submit a stock power or stock certificate to obtain a medallion stamp guarantee (the “Service”). The Company, as a member of the Stock Transfer Agents Medallion Program, will be providing the applicable medallion stamp guarantee. Notwithstanding anything contained herein to the contrary the final determinations with respect to the provision of any medallion stamp guarantee shall be made in the sole and absolute discretion of the Company. If the decision is made by the Company, after the submission of all information and documentation not to provide a medallion stamp guarantee you will receive a refund of applicable fees paid.
The Site includes instructions for accessing the Service and completing a transaction, which may include one or more of the following steps: (i) your provision of requested biographical information; (ii) you create a unique password; (iii) you respond to a series of questions that allows us to confirm your identity; (iv) send by Federal Express original executed stock power or stock certificate to that you wish to be guaranteed along with all other documentation instructed; and (v) you pay the required fee.
In the event that your identity cannot be confirmed, or you are unable or unwilling to complete the process to properly submit your document you may still be required to pay the full fee; the only time a refund will be provided is if the Company determines, in their sole discretion, not to proceed with the medallion process.
If you commence but do not complete a transaction on the Site, the Company may contact you in an effort to assist you with the completion of the transaction.
If at any time you have questions about the Site or the Service, you can reach us via e-mail to firstname.lastname@example.org.
THE COMPANY DOES NOT PROVIDE LEGAL SERVICES OR ADVICE, AND DOES NOT AND WILL NOT GIVE LEGAL ADVICE OR ACCEPT FEES FOR LEGAL ADVICE.
Although the Company attempts to provide accurate information on the Site, it assumes no responsibility for the accuracy of the information. The Company may change the Services or prices mentioned at any time without notice. The Company may periodically make changes to the Site.
5. USER INFORMATION
In order to access and use certain content, features, or functionality of the Site to obtain the Service being provided, we require that you provide your name and certain additional information, which may include, without limitation, your email address, legal name, date of birth, country of residence, zip code, your physical address, telephone number(s), social security number, applicable securities and payment data and information. You represent and warrant that all information you submit is truthful and accurate. We reserve the right to deny access, use and other privileges to any user of the Service if we believe there is a question about the identity of the person trying to access the Service. The Company shall not be responsible or liable for any loss or damage arising from your failure to comply with this section.
6. USER CONDUCT
By using the Site and the Service, you warrant that you are over 18 years of age, that you are providing the Company accurate, truthful information, and that you have the authority to use the Service. The Company reserves the right to refuse service for any reason or no reason.
In addition, you agree that, while using the Site and the Service, you shall not:
(a) engage in or encourage conduct that would violate any applicable law, rule, regulation, judicial or government order or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
(b) submit, post, email, display, transmit or otherwise make available through the Service any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts (including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals), contains a link to an adult website or is patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(c) submit, post, email, display, transmit or otherwise make available through the Service any material that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any other person or entity;
(d) submit, post, email, display, transmit or otherwise make available through the Service any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(e) modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Service or the rights or use or enjoyment of the Service by any other user;
(f) impersonate any person or entity or falsely state or otherwise represent your affiliation with a person, or entity;
(g) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Service;
(h) solicit personal identifying information for commercial or unlawful purposes from other users or engage in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping”, “phishing”, “database scraping”, or any other activity with the purposes of obtaining lists of other users or other information; or
(i) modify, reverse engineer, decompile or disassemble any part of the Service, whether in whole or in part, or create any derivative works from any part of the Service, or encourage, assist or authorize any other person to do so.
In addition, by using the Service, you:
(a) consent to our methods of identification, authentication, signing, verifying, recording, transmitting, sharing and storing information; and
(b) agree to cooperate with requests made by the Company to effect the proper medallion signature guarantee of your document.
You agree to indemnify, defend and hold the Company and its successors and assigns, directors, officers, employees, representatives, agents, licensors and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) your use of the Services or (b) your breach or violation this Agreement. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.
8. DISCLAIMER AND LIMITATION OF LIABILITY
ALL INFORMATION ON THIS SITE IS PROVIDED “AS IS” WITH ALL FAULTS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DOES NOT MAKE ANY GUARANTY OR ASSURANCE THE SERVICE WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Without limiting the foregoing, the Company is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Site or Service. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Service.
IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED FIFTY ($50) DOLLARS, OR THE AMOUNT ACTUALLY PAID BY YOU FOR THE EVENT GIVING RISE TO SUCH CLAIM, WHICHEVER IS GREATER. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COMPANY AND ITS SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS AND SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SITE OR THE SERVICE, OR FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.
Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in these TOU may not apply to you.
9. GOVERNING LAW; MISCELLANEOUS
These TOU contain the entire understanding and agreement between you and the Company concerning the Service and supersedes any and all prior or inconsistent understandings relating to the Service and your use thereof. If any provision of these TOU is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and these TOU shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision that must survive in order to allow us to enforce its meaning shall survive the termination of these TOU; however, no action arising out of these TOU or your use of the Service, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). The failure of the Company to exercise or enforce any right or provision of these TOU will not operate as a waiver of such right or provision.
These TOU and your use of the Service is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York (notwithstanding the state’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in Nassau County, New York and agree you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE SERVICES OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.