Seller E-Sign Agreement

SELLER E-SIGN AGREEMENT

Effective Date:

Recitals

WHEREAS, Seller desires to list, sell or otherwise transfer certain goods, property, or services and to execute transaction documents in connection with such transactions; and

WHEREAS, Company provides transaction facilitation, document delivery, and electronic signature services and Seller wishes to receive documents electronically and to execute documents by electronic signature as authorized below; and

WHEREAS, the parties intend that electronic records and signatures shall have the same legal effect as handwritten signatures and paper records to the fullest extent permitted by applicable law.

Scope of Authorized Electronic Transactions

Seller hereby authorizes Company to send, deliver, present for signature, and accept electronic signatures on the following categories of documents and records in connection with the sale or transfer activities described above. This authorization includes but is not limited to agreements, contracts, disclosures, invoices, acknowledgements, amendments, notices, and confirmations.

Payment Terms

Seller agrees to pay Company the fees described below for services rendered in connection with the authorized transactions. All amounts are stated in the currency specified in the applicable invoice.

Invoice Delivery: Company will deliver invoices and account statements electronically to the contact information provided by Seller. Failure to receive an electronic notice does not relieve Seller of payment obligations where the invoice is properly delivered to the chosen electronic address.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Seller of payment obligations for services performed prior to termination.

Termination for Cause: Either party may terminate immediately for material breach that is not cured within a commercially reasonable period following written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic, or contained in documents, including but not limited to transaction terms, pricing, buyer or seller lists, financial information, business processes, and technical data.

Non-Disclosure and Use: Receiving party shall not disclose Confidential Information to third parties except to its employees, agents, professional advisors, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Receiving party shall use Confidential Information solely to exercise its rights and perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes generally known to the public through no breach by the receiving party; (b) is received from a third party without breach of an obligation of confidentiality; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is disclosed as required by law or valid legal process, provided the disclosing party is given prompt notice and, where feasible, an opportunity to seek protective measures.

Electronic Consent and Signature Authorization

Consent to Electronic Records and Signatures: Seller expressly consents to the use of electronic records and electronic signatures in connection with all documents and communications contemplated by this Agreement. Seller acknowledges that electronic signatures executed in accordance with the agreed method shall be valid, binding, and enforceable to the same extent as handwritten signatures.

Method of Signature: Seller authorizes Company to employ commercially reasonable electronic signature platforms, authentication procedures, and audit trails. Seller acknowledges that Company may rely on electronic audit records as evidence of execution and delivery.

Withdrawal of Consent: Seller may withdraw consent to electronic delivery and signature by providing written notice to Company. Such withdrawal will not affect the validity of any electronic signature obtained prior to receipt of such withdrawal.

Seller confirms the following (check applicable boxes):

Representations, Warranties and Authority

Seller represents and warrants that the individual executing this Agreement on behalf of Seller has full authority to bind Seller to the terms hereof, and that execution and performance will not violate any agreement, law, or obligation binding Seller. Seller further represents that all information provided to Company is true and correct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement, unless the parties mutually agree to arbitration.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Remedies

The parties acknowledge that a breach of the confidentiality or signature provisions may cause irreparable harm for which monetary damages may be inadequate; accordingly, injunctive relief and specific performance shall be available remedies in addition to any other rights or remedies at law or in equity.

Contact Information for Electronic Delivery

Acknowledgment

By signing below, Seller certifies that they have read and understand this Seller E-Sign Agreement, consent to the use of electronic records and signatures as described, and warrant that the individual signing has authority to bind the Seller.

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