Terms of Service

1. ACCEPTANCE OF AGREEMENT.

By accessing or using any website or service made available by Signify Holdings, Inc., hereafter also referred to as "Sign and Wire" you acknowledge that you (i) have read and agree to be bound by these terms of service and (ii) agree to comply with all applicable laws and regulations, including U.S. federal, state, and local laws and regulations and export and re-export control laws and regulations.

It is your responsibility to review these terms of service periodically. If at any time you find these terms of service unacceptable or if you do not agree to these terms of service, please do not access the Services.

YOU AGREE THAT BY USING THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.

The following meanings apply in these terms of service: "Site" refers to any website made available by Signify Holdings, Inc. "Services" refers to the Site and all services provided by Signify Holdings, Inc. "Sign and Wire", "S&W", "we", "us" and "our" refer to Signify Holdings, Inc. and its employees, consultants, officers, directors, or agents (the "Representatives").. If you access or use the Services on behalf of a company, organization, or other entity, then (a) "you" and "your" also refers to that entity, (b) you represent and warrant that you are a Representative of the entity with the authority to bind it to these terms of service, and (c) you agree to these terms of service on the entity's behalf.‍‍

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2. AMENDMENTS.

Sign and Wire may modify this Agreement at any time in its sole discretion by updating this posting. We will take reasonable steps to notify you of any material changes to this Agreement. Your continued use of the Services after a modification signifies your agreement to the modification. If you have any questions about this Agreement, please contact us at: support@signandwire.com

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3. OVERVIEW OF SIGN AND WIRE SERVICES.

3.1. Description of the Services. Sign and Wire provides Services which generally enable United States-based businesses (“Recipients”) to receive funds for commercial purposes from United States-based senders (“Senders”), (collectively “Users”). Recipients may request transfers from Senders without processing the transaction through Sign and Wire. For access to and use of the Services, Sign and Wire may charge Users a fee (the “Fee”) at the time of transaction submission and/or completion.

3.2. Accepted Transfer Methods. Sign and Wire enables Users to transmit funds to Recipients via automated clearinghouse (“ACH”), credit or debit card, or via wire transfer. Recipients may receive payments via paper check, electronic check, debit card, ACH transfer, wire transfer, or via virtual card number (“VCN”).

Sign and Wire supports payments from all U.S. financial institutions.

Cards issued on the following payment networks may be used as payment methods via the Services: Visa, MC, American Express, and Discover.

OUR SERVICES ARE NOT LEGAL ADVICE AND THERE IS NO ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND SIGN AND WIRE.

Sign and Wire is not a law firm and does not provide any legal advice. Our Services are not substitutes for the advice of an attorney and if you need legal advice for your specific matter, or if your matter is too complex to be addressed by our tools, you should consult a licensed attorney in your area. At no time is an attorney-client relationship or any other special relationship created between you and Sign and Wire or any person associated with Sign and Wire, and any information you provide us is not protected by attorney-client privilege or as work product. You are and will be representing yourself in any matter you undertake using the Services, unless you retain your own attorney who agrees to a representation arrangement that includes matters you undertake using the Services.

We provide online tools and materials to assist you with the preparation, execution and storage of your own documents and related information. The document templates and other materials available through the Services, including any descriptions, information and other help resources (collectively, the "Document Materials") are for informational purposes only; they are not legal advice and are not guaranteed to be correct, complete or up-to-date. We do not review the Document Materials or any information you input for accuracy or legal sufficiency, draw legal conclusions, provide legal advice, or apply the law to the facts of your particular situation. You understand that our providing of the Services to you is neither legal advice nor the practice of law, and that the Document Materials are not customized to your particular needs.

You must ensure the security and integrity of your account

3.3. Fund Ownership.

Transfers to Recipients (other than Fees) do not pass into Sign and Wire's legal ownership at any time from payment initiation to successful delivery,  refunds are to be processed by the Recipients through whatever channels are agreeable to their Sender.

Sign and Wire uses licensed money transmitters ("Financial Counterparties") to provide the Services. You grant Sign and Wire the right to instruct the Financial Counterparties on the use of funds in the accounts, including to receive funds from you and to then send funds to your Recipient based on your instructions. The Financial Counterparties transfer all funds for the benefit of Sign and Wire's customers upon Sign and Wire’s instructions.

3.4. An Independent Third-Party.

Sign and Wire is an independent, third-party service that is not formally affiliated with your Recipients. You acknowledge and agree that your use of the Services does not in any way constitute a tri-party agreement between you, Sign and Wire, and your Recipients.

Accordingly, neither S&W nor the Financial Counterparties have responsibility nor will have liability for any consequences resulting from your interactions or contracts with Recipients, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of Sign and Wire Services does not alter or affect any Recipient funding terms including but not limited to deadlines, payment plans, late fees, and refunds. Neither Sign and Wire nor the Financial Counterparties endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Recipients.

Recipient statements and opinions are not representative of Sign and Wire or its business partners.

4. ELIGIBILITY AND SETTING UP YOUR ACCOUNT

4.1. Eligibility Requirements. In order to use the Services, you must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, (iii) use the Services on behalf of a United States-domiciled business entity or individual; and (iv) have a valid deposit account at a S&W-supported bank or payment card issued on a S&W-supported network as outlined in Section 3.3 above. Other restrictions may apply.

4.2. Creating an Account. In order to access the Services as a User, you must create an account (“Account”). When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information including your name, a valid email address, information about your business, and a strong password (collectively, your “Registration Information”). We may also request additional information, such as your business’ EIN, after you have created your Account. You agree to provide true, accurate and complete Registration Information and to notify us promptly if any of your Registration Information, including your email address, changes. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all activity that occurs in association with your Account. Sign and Wire is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.

4.3. Multiple Users. You as a User may invite additional persons to transact on your account (each, an “Authorized Delegate”). Authorized Delegate are granted the right to access and use the Services on your behalf. You may impose certain controls or limits on your Authorized Delegate’s access to the Services, including, but not limited to, setting maximum transaction amounts for an Authorized Delegate or requiring User approval for certain transactions. You are responsible for all actions and omissions of your Authorized Delegates. Any act or omission by any Authorized Delegate, which, if it were an act or omission by you would be a breach of this Agreement, shall be deemed to be a breach of this Agreement by you. You will manage your roster of Authorized Delegates and will promptly deactivate the Authorized Delegate if you wish to terminate the Authorized Delegate’s access to the Services. You will ensure the security and confidentiality of your Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. You shall be responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Services through your Account.  

5. USER INTERACTION AND USER CONTENT

5.1. User Rights and Responsibilities. You are solely responsible for your interactions with other users of the Services. We reserve the right, but have no obligation, to monitor disputes and interactions between you and other users. Sign and Wire shall have no liability for your interactions with other users, or for any user’s action or inaction. Some areas of the Services may allow users to post content such as profile or transaction information, comments, questions, and other content or information (any such materials a user submits, posts, displays, or otherwise makes available on the Services "User Content"). You retain ownership of your User Content. You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. You acknowledge and agree that any User Content that you post may be displayed and disclosed to other users as permitted through the functionality of the Services. Sign and Wire reserves the right, but is not obligated, to edit, remove, re-categorize, pre-screen, reject and/or otherwise modify any User Content that Sign and Wire believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.

5.2. User Intellectual Property. For the purposes of this terms of service, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. In connection with your User Content, you affirm, represent and warrant the following:

Your User Content and Sign and Wire’s use thereof as contemplated by these terms of service and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights. Sign and Wire may exercise the rights to your User Content granted under this terms of service without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate. Sign and Wire takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Services. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Sign and Wire shall not be liable for any damages you may incur as a result of User Content. By posting any User Content on the Services, you expressly grant, and you represent and warrant that you have a right to grant, to Sign and Wire a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under this terms of service. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Services. We may retain and use your User Content as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your User Content quickly upon request. Please note, however, that there might be latency in deleting User Content from our servers and backed-up versions might exist after deletion. In addition, we do not delete User Content from our servers that you have in common with other users.

5.3. License. Sign and Wire grants you a limited license, subject to your compliance with the terms and conditions of this terms of service, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as designed. Sign and Wire reserves all rights not expressly granted herein in the Services and the Sign and Wire Content (as defined below). Sign and Wire may terminate this license at any time for any reason or no reason. Except as provided in this terms of service, Sign and Wire retains all rights in the Services, except for your User Content, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the "Sign and Wire Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Sign and Wire and its licensors. Except as explicitly provided herein, nothing in this terms of service shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the Sign and Wire Content or materials on the Services for any purpose not expressly permitted by this terms of service is strictly prohibited. You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Sign and Wire under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Sign and Wire does not waive any rights to use similar or related ideas previously known to Sign and Wire, or developed by its employees, or obtained from sources other than you.

5.4. Confidentiality. "Confidential Information" means (a) for Sign and Wire, the Services and information and data related to the Services, (b) for you, your User Content, (c) and information designated by the party disclosing Confidential Information ("Disclosing Party") as confidential when it is disclosed (and in the case of oral disclosures, summarized in a writing delivered to the party receiving Confidential Information ("Recipient") within thirty days of the initial disclosure) or that, due to the nature of the information, Recipient would clearly understand it to be confidential information of the Disclosing Party. Confidential Information shall not include information that: (i) was or becomes generally known to the public through no fault or breach of these terms of service by Recipient; (ii) was rightfully in Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by Recipient without use of the Disclosing Party’s Confidential Information; or (iv) was rightfully obtained by Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure. Information you provide to Sign and Wire that is not Confidential Information (as defined below) will be treated in accordance with the Sign and Wire Privacy Policy. Recipient will use the Confidential Information of the Disclosing Party solely for the purpose for which it is provided, will not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein, and will protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects its own Confidential Information of a similar nature, but using no less than a reasonable degree of care. Notwithstanding the foregoing, you expressly authorize Sign and Wire to use and process User Content as described in the Sign and Wire Privacy Policy, which, includes provision for delivering certain User Content in accordance with your use of the Services and sharing User Content with individuals who are authorized to view User Content or approve or sign documents in accordance with your use of the Services. Confidential Information will always remain the property of its owner.

If Recipient is required by law to disclose the Disclosing Party's Confidential Information, Recipient will give Disclosing Party prompt written notice before making the disclosure, unless prohibited from doing so by the legal or administrative process, and will cooperate with Disclosing Party to obtain where reasonably available an order protecting the Confidential Information from public disclosure. You consent to have your personal data collected, used, transferred to and processed in the United States. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You agree that you provide your personal information and other data provided to Sign and Wire at your own risk.

Sign and Wire protects your confidential information. We care about the privacy of our Users. You can view our privacy policy at www.SignandWire.com/privacy-policy.

6. MAKING FUND TRANSFERS THROUGH THE SERVICES.

6.1. Fund Transfer Submission. Transfers can be submitted for immediate or future processing via the Services. Transfer submission requires at least the following to be specified:  

a Recipient;

a transfer method;

a transfer amount.

Any or all of the above fields may be pre-filled for you. As further outlined in our Privacy Policy and the Financial Counterparties’ privacy policies, you agree to allow Sign and Wire (and to the extent applicable, the Financial Counterparties) to share this information with your payment Recipient.

6.2. Transfer Information. Sign and Wire may require additional information from you at the time you submit a payment. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated Recipient.

6.3. Satisfactory Services. By submitting your transfer for processing through the Services, you agree that the goods or services provided by your Recipient in exchange for the transfer (minus Fees) have already been effected to your satisfaction. You hereby forfeit any future claims regarding insufficient or unsatisfactory delivery goods and services provided, including those Services rendered by Sign and Wire in exchange for your payment of fees and those services rendered by the Financial Counterparties.

6.4. Processing Transfers.

Transfers made through the Services require sufficient time for your Recipient to receive your payment and credit your account accordingly. To make a payment, use the Services to select the date (“Process Date”) on which Sign and Wire (or its business partners) will debit your payment method to pay a bill or an invoice. The Services will indicate the earliest possible Process Date for each payment. We will use commercially reasonable efforts to issue payment within one to two business days following the Process Date, depending on the size of the payment and subject to “payment review,” as described in Section 9 below.

You will be solely responsible for scheduling payments and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the due date. Typically, it takes two to three full business days after the Process Date to post an electronic payment and five full business days to deliver a check payment within the territorial United States by first class mail. Note, however, that the expected delivery timeframe is a projected estimate based on Sign and Wire’s historical performance for a given disbursement channel, and is subject to change.

Transfers submitted for immediate processing will require successful payment method authorization at time of submission, while payments marked for future processing will require payment method authorization on the Process Date indicated for the payment. If a payment method fails to authorize, Sign and Wire and the Financial Counterparties will be unable to continue to process your payment, and Sign and Wire will notify you via the Services.

6.5. Scheduled Transfers.

Transfers may be submitted with a Process Date in the future (“Scheduled Transfers”), but must be assigned to a payment method at time of submission which remains valid through the payment Process Date. The details of a Scheduled Transfer, including associated Fees, are locked in at time of submission, except where noted otherwise.

Prior to its Process Date, a Scheduled Transfer may be cancelled or edited via the Services. Editing a Scheduled Transfer is functionally treated as the deletion of the original Scheduled Transfer and creation of a new Scheduled Transfer, and accordingly may result in alterations not specifically requested including but not limited to recalculation of associated fees (per Section 15.1), and reiteration of any applicable payment review processes (per Section9).

6.6. Faster Transfers. Sign and Wire may make available to approved Payors and/or Recipients a service that enables such Payors and/or Recipients, as applicable, to request that certain eligible payments be delivered more quickly (“Faster Transfers”). Faster Transfers may be subject to an additional fee which will be displayed to an approved Payor and/or Recipient, as applicable through the Services at the time such Payor and/or Recipient requests a Faster Transfer. In connection with Faster Transfers, Payors or Recipients, as applicable, remain responsible to Sign and Wire for chargebacks, clawbacks and ACH returns pursuant to Section 13. Please note that we may disable the Faster Transfers service for any payment at any time at our discretion based on eligibility requirements, and we will not charge you a fee if we do so. We do not guarantee the availability of the Faster Transfer service, and we may make changes to the service or discontinue it at any time.

6.7. Recipient-Paid Fees. In some cases, Recipients may choose to absorb Fees that may be charged to Payors, thus allowing Payors to make payments to Recipients for free. If you as a Recipient choose to pay for Payor Fees, Sign and Wire will charge the relevant Payor Fees to your linked payment method at the time that Sign and Wire delivers the Payor payment amount to you. Note, however, that your payment for Payor Fees shall be processed as a separate transaction.

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7. PAYMENT AUTHORIZATION.

7.1. General Transfer Authorization.

By providing us with the names and account information of Recipients to whom you wish to direct payments, you authorize us and the Financial Counterparties to follow the payment instructions that are received from you. In order to process payments more efficiently and effectively, the Financial Counterparties, at Sign and Wire’s instruction, may submit payments to the best known Recipient address. When necessary, the Financial Counterparties, at Sign and Wire’s instruction, may alter payment data or data formats or change or reformat your Recipient account number to match the account number or format required by your Recipient for electronic payment processing.

When Sign and Wire or the Financial Counterparties receive a payment instruction, you authorize each such party to debit your payment method and remit funds on your behalf. You also authorize Sign and Wire or the Financial Counterparties to credit your payment method for payments returned to us by the or Recipient, or payments remitted to you on behalf of another authorized user of the Services.

7.2. ACH Authorization. Where you choose to pay a Recipient via ACH, you authorize Sign and Wire or the Financial Counterparties to debit your payment method in increments or as a lump sum and remit funds in accordance with your transfer instructions through the ACH. You also give Sign and Wire or the Financial Counterparties the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by NACHA, the Electronic Transfers Association, as in effect from time-to-time, under which you are an "Originator", Sign and Wire is a "Third Party Service Provider," and the Financial Counterparties are the "Money Transmitter" or the "Originating Depository Financial Institutions." You are responsible for all claims, demands, losses, liabilities and expenses (including attorneys’ fees and costs) that result directly or indirectly from your failure to perform your obligations under the NACHA rules and you indemnify Sign and Wire and the Financial Counterparties for the same.

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8. TRANSACTION CLASSIFICATION.

8.1. Authorizations. Treatment of Sign and Wire authorizations is managed in the sole discretion of the issuing Financial Counterparties. You agree to not to hold Sign and Wire or the Financial Counterparties liable for any consequences resulting from issuer treatment of card authorizations, which may include but are not limited to cash advance fees, impacted reward program earnings, or altered credit programs and interest rate terms.

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9. PAYMENT REVIEW.

9.1. Review. At any time post submission, your payment may be subject to review, which serves to better understand the nature of and reason for your payment. During this review process and for any reason, Sign and Wire or the Financial Counterparties may place a temporary hold on the delivery of your payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Recipient, your business, a bill, payment history, and other relevant circumstances and factors.

9.2. Cooperation. You acknowledge that Sign and Wire’s ability to efficiently and effectively review your payment is reliant upon your cooperation, and you absolve Sign and Wire and the Financial Counterparties from any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.

9.3. Result of Transfer Review. Depending on the results of this review, Sign and Wire may instruct the Financial Counterparties to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. Sign and Wire also reserves the right to cancel any payment. In such cases and as permitted by applicable law, your funds will be returned to you via the original payment method, or if necessary via other means.

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10. RETURNED TRANSACTIONS.

Recipients may return funds for various reasons such as, but not limited to, Recipient’s forwarding address expired, invalid bank routing number, invalid bank account number, Recipient remittance address is not correct, Recipient is unable to identify a corresponding obligation, or a Recipient account is closed. In addition, a Recipient may refuse to accept a transfer, and neither Sign and Wire nor the Financial Counterparties will have liability for any resulting loss or damage. Senders should reach out to the Recipient directly to resolve disputes emerging from the Users use of Sign and Wire Services.You agree that neither Sign and Wire nor the Financial Counterparties shall have any liability for any such returned payments.

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11. INSUFFICIENT FUNDS.

You agree at all times to maintain sufficient funds in your payment method to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Sign and Wire notifies you that your funds are insufficient. Without limiting any other available remedies, if any payment initiated from your payment method is returned because of insufficient funds, you must reimburse Sign and Wire (or to the extent applicable, the Financial Counterparties) for any corresponding payment amount immediately upon demand, plus exceptions processing fees, plus any bank fees, charges or penalties for return items. Sign and Wire or the Financial Counterparties also reserve the right to debit a Recipient’s account for money paid to the Recipient on your behalf if your payment is returned because of insufficient funds or any other reason. Each of Sign and Wire and the Financial Counterparties reserves the right to withhold funds from a payment to a Recipient if the Payor has an outstanding balance with Sign and Wire. You shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the Recipient.

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12. PAYMENT CANCELLATION REQUESTS

Scheduled payments may be cancelled, rescheduled or modified by following the directions through the Services. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once Sign and Wire or the Financial Counterparties have begun processing a payment, it cannot be cancelled, rescheduled or modified, and you must submit a stop payment request.

13. CHARGEBACKS

In the event that you as Payor initiate a chargeback, clawback, or ACH return for a payment that has already been transmitted to the Recipient, you agree to assign to Sign and Wire any claims against your Recipient associated with such chargeback, clawback or ACH return. You further agree that we may contact your Recipient directly to request reimbursement for any payment that has been transmitted to the Recipient and for which you have initiated a chargeback, clawback, or ACH return.

In the event that Sign and Wire receives a chargeback, clawback or ACH return, you as Recipient authorize Sign and Wire to debit your Transfer Method on file for the amount of the chargeback plus any associated fees or to withhold funds from future distributions.

14. STOP PAYMENT REQUESTS AND REFUNDS

14.1. Stop Transfer Requests.  

Sign and Wire’s ability to process a stop payment request depends on the payment method and whether or not a check has been cleared.  

Sign and Wire and the Financial Counterparties must have a reasonable opportunity to act on any stop payment request after a payment has been processed.  

You must contact Sign and Wire to stop any payment that has already been processed. Although Sign and Wire will use commercially reasonable efforts to accommodate stop payment requests, neither Sign and Wire nor the Financial Counterparties will have any liability for failing to do so. Stop payment requests may be subject to additional charges.

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15. SIGN AND WIRE FEES

15.1. Service Fees.

You understand and agree that Sign and Wire may charge Fees for access to and use of the Sign and Wire Services. Fees will be charged to your payment method, either in a separate transaction from any principal payments or in a single transaction including both amounts, depending on applicable rules.

Fees for immediately processed payments are charged in real-time upon submission. Fees for Scheduled payments are locked in at time of submission and will be charged on the payment’s Process Date. If a Scheduled payment is edited prior to its Process Date, the applicable Fee will be recalculated based on the presently defined rules.

15.2. Fee Updates. Fees may vary, depending upon factors including but not limited to the payment’s Recipient, the payment method, and other variables both which may or may not be controlled by Sign and Wire. Fees are subject to change at any time without prior notice and are calculated in real time and presented to you during review of your payment, prior to submission or edit.

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16. APPLICABLE TAXES AND PENALTIES

16.1. Taxes. You are responsible for all, if any, applicable taxes arising from your use of the Services. You are furthermore responsible for all fees, fines, penalties and other liability incurred by Sign and Wire, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse Sign and Wire or a third party for any and all such liability.

16.2. Collection of Funds Owed. In the event that you are liable for any amounts owed to Sign and Wire or the Financial Counterparties, including for payments forwarded to Recipients for which you initiate a chargeback or ACH return, you authorize Sign and Wire (on its own behalf and on behalf of the Financial Counterparties) to collect such amounts from your default payment method or other available payment methods. If you do not have sufficient funds available to fulfill such payment, Sign and Wire (on its own behalf and on behalf of the Financial Counterparties) may engage in collection efforts and/or other legal actions to recover such amounts from you.

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17. ACCEPTABLE USE

17.1. Restricted Activities. You agree not to use the Services for the following purposes:

For unsupported transfers, including sending money

o to yourself or an entity in which you have control;

o not in direct exchange for a rendered good or service;

o for alimony or to escrow accounts;

o as a donation to an organization not classified as a registered charity;

other than for legitimate payment purposes (e.g., to test or probe card behaviors). For unsupported goods and services, including

o gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);

o unsupported debt types (such as credit card balances, uncollateralized loans, auto title loans);

o certain investment accounts or to fund unsupported investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs;

o controlled substances and related goods or services; o tobacco, e-cigarettes, and e-liquid;

o pharmaceuticals, nutraceuticals and related goods or services;

o pornography, obscene materials, and sexually-related or “adult” services;

o weapons, munitions, gunpowder, fireworks, and other explosives;

o gold, diamonds, precious metals and related goods or services; o toxic, flammable, and radioactive materials; or

o other goods and services subject to government regulation.

In violation or potential violation of applicable law, regulation, rule, or legal interest, including

o sending or receiving potentially fraudulent funds;

o in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body;

o infringement or potential infringement of any party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

o acting in a manner that could be defamatory, trade libelous, threatening or harassing;

o using your Account or the Services in violation of applicable payment network rules.

In a manner detrimental to our provision of the Services, including

o the provision of outdated, false, inaccurate, or incomplete information;

o using any promotional or referral programs in a manner deemed abusive or against the intention of said programs;

o maintain or using multiple Accounts;

o allowing other individuals to access or use your Account;

o using an anonymizing proxy;

o using the Services in a manner that results in or may result in complaints, disputes, claims, chargebacks, fees, fines, penalties and other liability to Sign and Wire, a third party, or you;

o imposing unreasonable demands on our technical or personnel resources;

o facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;

o using any robot, spider, other automatic device, or manual process to access, monitor or copy our website without our prior written permission;

o using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;

o taking any action that may cause us to lose any of the services provided by our Recipients, payment processors, or other suppliers;

o reselling, re-skinning, or otherwise distributing our Services;

o breaching this Agreement or any other agreement or policy that you have agreed to with Sign and Wire.

If you have a payment use case which is not explicitly mentioned above, and for which you would like to confirm support, please check with us by emailing support@signandwire.com.

17.2. Remediation.

Sign and Wire may request more information relating to your use of the Services to seek to identify the restricted activities identified in Section 17.1 above (“Restricted Activities”). You agree to cooperate in any investigation and to provide confirmation of your identity and any information you provide to us, as we may require.

If we have reason to believe that you have engaged in any Restricted Activities or that you have used our Services inappropriately, Sign and Wire or the Financial Counterparties (to the extent applicable) reserves the right to, in its sole discretion and at any time, take any or all of the following actions:

o Close, suspend, or limit your access to your Account or the Services;

o Hold, return, or reclaim funds;

o Update inaccurate information you provided to Sign and Wire or third parties;

o Refuse to provide Services to you or related parties in the future;

o Contact your bank or notify other Users, Recipients, law enforcement, or impacted third parties of your actions;

o Take legal action against you. When not otherwise obligated by regulatory or compliance considerations, Sign and Wire will provide you with notice of any such actions.

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18. THIRD PARTY SERVICES AND LINKS TO OTHER WEBSITES

The Services may enable you to connect to third-party services or products (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Sign and Wire. The Services may contain links to third party websites. The inclusion of a link to a third party website does not imply an approval, endorsement, or recommendation by Sign and Wire. Such third party websites are not governed by this Agreement. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Policy is no longer in effect.

Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.

19. LIMITATION OF LIABILITY

IN NO EVENT SHALL SIGN AND WIRE, OUR SUPPLIERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “SIGN AND WIRE PARTIES”) OR THE FINANCIAL COUNTERPARTIES, THEIR SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “BANK PARTIES”) BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SIGN AND WIRE OR THE Financial Counterparties HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE SIGN AND WIRE PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE. FOR TEXAS RESIDENTS ONLY, EVOLVE SHALL BE LIABLE FOR ITS FAILURE TO REMIT FUNDS RECEIVED BY SIGN AND WIRE PURSUANT TO PARAGRAPH TWO OF SECTION 3.4 TO RECIPIENTS IN COMPLIANCE WITH YOUR INSTRUCTIONS; PROVIDED, HOWEVER, THE TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT OF THE FUNDS TRANSFERRED TO SIGN AND WIRE BY YOU. SUBJECT TO THE PRECEDING SENTENCE, THE BANK PARTIES SHALL HAVE NO OTHER LIABILITY TO YOU UNDER THIS AGREEMENT.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. In such case, the liability of the Sign and Wire Parties shall be limited to the greatest extent permitted under applicable law.

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20. DISCLAIMER OF WARRANTIES

20.1. THE SIGN AND WIRE PARTIES AND THE BANK PARTIES PROVIDE THEIR RESPECTIVE SERVICES “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE SIGN AND WIRE PARTIES AND THE BANK PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER THE SIGN AND WIRE PARTIES OR THE BANK PARTIES ARE RESPONSIBLE FOR YOUR FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, SIGN AND WIRE, THE FINANCIAL COUNTERPARTIES, OR ANY THIRD PARTY.

20.2. Neither Sign and Wire nor the Financial Counterparties have any control over the products or services that are paid for using the Services and Sign and Wire nor the Financial Counterparties can ensure that a Recipient you are dealing with will actually complete the transaction or is authorized to do so. Sign and Wire does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. Sign and Wire will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner but Sign and Wire makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.

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21. INDEMNIFICATION

You agree to defend, indemnify and hold the Sign and Wire Parties and the Financial Counterparties harmless (including payment of reasonable attorney’s fees) against any claim or demand (including attorneys’ fees) made or incurred by any third party arising out of or relating to (a) your breach of any provision of this Agreement; (b) any actions taken by Sign and Wire or the Financial Counterparties pursuant to your instructions, including wage-and-hour law claims; (c) your use of the Sign and Wire Services or any Bank services; (d) your obligations to pay fees or fines to Sign and Wire, the Financial Counterparties or any third parties; (e) negligence or willful misconduct of your affiliates, employees, contractors, or agents; and (f) all third-party indemnity obligations Sign and Wire or the Financial Counterparties incur as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).

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22. CLOSING YOUR ACCOUNT

You may request the closure of your Account at any time by emailing Sign and Wire at support@signandwire.com. Sign and Wire also reserves the right to close your Account at any time with or without notice to you for any reason (including failure to pay Fees or inactivity). You will remain liable for all obligations related to your Account even after your Account is closed, including any fees or charges already due to Sign and Wire.

You may not close your Account to evade an investigation. Any payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a payment review, per Section 9. All scheduled payments for which you have not yet been debited at the time of Account closure will be considered cancelled.

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23. SIGN AND WIRE’S SUSPENSION AND TERMINATION RIGHTS  

Sign and Wire, in its sole discretion, reserves the right to suspend or terminate this Agreement, or suspend, terminate, or limit your access to, or use of, your Account or some or all of the Services at any time upon notice to you. Please note that Sign and Wire reserves the right to terminate the Services at any time. Sign and Wire will try to notify you in advance, but is not obliged to do so.

24. CONSENT TO ELECTRONIC DISCLOSURES

24.1. Consent to Communications. Because the Services are provided electronically, you agree that Sign and Wire may provide important information electronically. Sign and Wire will issue the following information and disclosures (“collectively, “Communications”) electronically via the Sign and Wire Services or via electronic mail (“email”):

This Agreement, the Sign and Wire Privacy Policy, any other policies you agree to, and any amendments, modifications, or supplements to these agreements or policies;

Disclosures or notices provided in connection with the Services, including any required by applicable law;

Any customer service communications, including communications with respect to claims of error or unauthorized use of the Services;

Transaction history information, and

Any other communications related to the Services or your Account.

Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service.

24.2. No Obligation to Provide Paper Communication. Although Sign and Wire reserves the right to provide Communications in paper format at any time, you agree that Sign and Wire is under no obligation to do so. All Communications in either electronic or paper format will be considered to be "in writing." You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Services.

24.3. Withdrawal of Consent. You can withdraw your consent to receive most Communications from Sign and Wire by emailing us at support@signandwire.com or following the unsubscribe procedure contained in any Communication you receive from us. However, if you withdraw your consent, you may no longer be eligible to use certain portions of the Services. Sign and Wire also reserves the right to terminate your Account if you withdraw consent to future electronic Communications.  Any withdrawal of your consent to receive electronic Communications will be effective only after Sign and Wire has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Sign and Wire in its sole discretion. Withdrawing your consent will not affect the completion of pending payments or the validity of completed payments.

24.4. Intentionally left blank

24.5. Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the "Sign Up" button, you are confirming to Sign and Wire that you have the means to access, and to print or download, Communications.

24.6. Intentionally left blank

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25. FEEDBACK

In connection with your use of Services, you may elect to submit feedback, suggestions and/or other comments regarding the website and/or the Services (collectively, the “Feedback”). Sign and Wire may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services.  You hereby grant Sign and Wire a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide Sign and Wire the Feedback and that the use of the feedback by Sign and Wire will not violate, infringe otherwise misappropriate any third party rights.

26. DISPUTE RESOLUTION AND ARBITRATION

26.1. Governing Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in New York County, New York.

26.2. WAIVER OF JURY TRIAL AND CLASS ACTIONS. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) YOU ARE GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST THE SIGN AND WIRE PARTIES; (ii) YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST THE SIGN AND WIRE PARTIES; (iii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST SIGN AND WIRE AND/OR RELATED THIRD PARTIES.

In the event of a dispute, claim, or controversy (“Claim”) between you and Sign and Wire or you and one or more Financial Counterparties, arising from or relating in any way to this Agreement, the Services, or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, the Claim shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules. All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis. You and Sign and Wire and you and one or more Financial Counterparties (as the case may be) will agree on another arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between you and Sign and Wire or you and one or more Financial Counterparties. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section 26 shall be non-severable from the remainder of this Section 26.

26.3. Arbitration Terms. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU AND SIGN AND WIRE AND YOU AND ONE OR MORE FINANCIAL COUNTERPARTIES MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.

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27. RELEASE OF SIGN AND WIRE AND THE FINANCIAL COUNTERPARTIES

If you have a Claim with one or more Recipients or other third parties, you release Sign and Wire and the Financial Counterparties (and their respective officers, directors, agents, 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 Claims.

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