IMPORTANT NOTICE: THESE TERMS OF USE ARE A BINDING CONTRACTUAL AGREEMENT BETWEEN US AND YOU; THEY CONTAIN A BINDING DISPUTE RESOLUTION PROVISION AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS WHICH GOVERN DISPUTES ARISING FROM USE OF THE PLATFORM AND RELATED SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE PROVISIONS BELOW. PLEASE READ CAREFULLY. THESE TERMS OF USE MAY BE PRINTED FOR YOUR RECORDS BY UTILIZING YOUR WEB BROWSER'S STANDARD PRINT FUNCTION.
THE PHRASES "TERMS OF USE" AND "TERMS AND CONDITIONS" ARE USED INTERCHANGEABLY AND BOTH REFER TO THIS AGREEMENT TITLED "PLATFORM & WEBSITE TERMS & CONDITIONS."
These Terms of Use are entered into by and between the user of the Platform (“you”) and Eastern Point Global, LLC and its Affiliates and Third Parties (jointly “Eastern Point Global, LLC,” “EPG,” “we,” or “us”). As used herein, "Third Parties" means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, investment fund or trust, or similar organization or entity controlling, controlled by, affiliated with by agreement, or under common control with EPG, as well as the officers, managers, current and former employees, shareholders, and service providers of the preceding. The following terms and conditions, together with any documents they expressly incorporate by reference, govern your access to, and use of, this Platform, all associated or linked EPG websites and associated ministerial trust administration, escrow, and other services, or related services provided by EPG, its Affiliates, or its Third Parties. The preceding jointly includes, but is not limited to, the website https://www.easternpoint.global and any linked or affiliated websites including any content, functionality, and services offered on or through the same (collectively, the “Platform”), whether as a guest or a registered user.
Please read these Terms of Use carefully. These Terms of Use constitute a binding legal agreement in consideration of, and regarding your use of, the entire Platform. By using or accessing the Platform, you acknowledge that you have read these Terms of Use (located at https://www.easternpoint.global/terms-and-conditions) and our Privacy Policy (located at https://www.easternpoint.global/privacy-policy). With each access or use of the Platform, you agree to these Terms of Use as they may have been amended from time to time. For the purpose of clarity and the avoidance of doubt, these Term of Use may be accessed through either of the above-referenced URLs, and any link referring to either URL is a link to these Terms of Use which are binding on You. You and the Parties in Interest, by your access or use, acknowledge and agree that these Terms of Use are a contract and that failing to abide by its terms is a breach of contract.
THESE TERMS OF USE CONTAIN BINDING WAIVERS AND DISCLOSURES WHICH MAY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THE INFORMATION FULLY AND CAREFULLY.
These Terms of Use are a separate legal agreement and are in addition to, and not a replacement for, any other agreement you may enter into with EPG. Additionally, these Terms of Use may also be incorporated by reference and made part of any other agreement you enter with EPG or a trust you create.
Your access to, and use of, the Platform and ongoing services is conditioned upon your acceptance of, and compliance with, these Terms of Use. These Terms of Use apply to all visitors, users, Beneficiaries, Claimants, and others who wish to access or use the Platform.
The Platform is offered and available to users who are 18 years of age or older. By using the Platform, you represent and warrant that you are of legal age to form a binding contract with EPG and meet all eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.
Agency
With each use or access of the Platform and website in your role as agent or attorney for any Beneficiary(ies)/Claimants or Parties in Interest, these Terms of Use shall contractually apply, jointly and severally, to (i) you as the agent or attorney; (ii) your employer or the law firm for which you act; and (iii) the Parties in Interest for which you act or represent.
Scope and Changes to the Terms of Use
By using the Platform, you agree to follow and be bound by these Terms of Use and agree to comply with all applicable laws and regulations, including but not limited to export and re-export control laws and regulations, all applicable copyright and intellectual property laws, and any other applicable regulation, statute, administrative code, or common law.
EPG may amend these Terms of Use at any time at its sole discretion, including without limitation, by posting revised terms on its websites at https://www.easternpoint.global (or other affiliated websites). All changes are effective immediately when we post them and apply to all access to, and use of, the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. You further agree that the Terms of Use in effect at the time of each visit supersede and amend any prior Terms of Use and that all acts by you shall be governed by the Terms of Use then in effect.
If you disagree with any part of the current Terms of Use, then you do not have permission to access the Platform, must immediately suspend your use thereof, and must inform EPG in writing via private courier (e.g., FedEx, UPS, DHL, etc.) within 3 days of the suspension. Notices confirming suspension and objection to the Terms of Use of this technology must be mailed to Eastern Point Services, 382 NE 191st St., PMB 62193, Miami, Florida 33179-3899.Accessing the Platform and Account SecurityWe reserve the right to withdraw or amend the Platform and any service or material we provide on the Platform, at our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform to users, including registered users.
You are responsible for both:
You may be asked to provide certain registration details or other information to access the Platform or some of the resources it offers. It is a condition of your use of the Platform that all information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy located at https://www.easternpoint.global/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to, or use of, your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or another identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
It is a violation and breach of these Terms of Use, and a deemed act of computer trespass subject to criminal and civil enforcement, to access the Platform, or attempt to access the Platform: (i) with a false Internet Protocol (“IP”) address location other than the IP address of your actual physical access location; (ii) through the use of any method similar to that of a proxy server, proxy server service, proxy redirect, IP address masking software, or another such service, method, or software whose purpose is to disguise or provide an IP address other than that of your physical access location; or (iii) through the use of a Fictitious User Identity and/or the creation of a Fictitious User Account.
Important Notice Information About Procedures for Opening and Maintaining an Account
This section is a notice, not a term or condition, and establishes no contractual duty on EPG with you or any Party in Interest.
Accordingly, EPG is committed to maintaining an effective enterprise-wide Know Your Client (KYC), Know Your Business (KYB), and Anti-Money Laundering (AML) program designed to assist in detecting and deterring money laundering or terrorist financing, bribery, corruption, or other activities that violate applicable law.
Underlying Beneficial Owner
An Underlying Beneficial Owner (UBO) is defined as an individual or entity (regardless of type, nature, or segmentation) which holds, directly or indirectly, twenty-five percent (25%) or more of capital, voting rights, beneficial rights, shares, membership interest, economic interest or other such rights in the underlying entity. Additionally, a UBO is any person, entity, arrangement, or structure that (i) ultimately owns, controls, or influences an account held at EPG and the persons or entities on whose behalf a transaction is being conducted; or (ii) includes a person or entity who exercises effective control over said entity or an entity's transactions, coordination, arrangement or structure; or (iii) a person or entity which derives the benefits associated with ownership or control of said arrangement or structure; or (iv) a person or entity which derives direct or indirect benefits from contrived transfer payments or loans. Finally, a UBO shall also include persons or entities (i) possessing a power of attorney relative to any of the preceding, (ii) persons or entities possessing sole veto authority, (iii) straw-man corporate directors or nominee directors that are appointed to conceal the actual owners or Controlling Persons of a given firm, and (iv) shell companies, shell trusts, or other multi-layer structures or interconnected arrangements.
The UBO of an affiliate is that person or entity proceeding up, down, or laterally in a chain of ownership beginning with and including the parent and all related, associated, or affiliated entities, subsidiaries, trust(s), persons, or any other legal or synthetic business structure type.
Control Person
A Control Person (“Control Person”) is defined as an individual or entity (regardless of type or nature) that, directly or indirectly, directs or controls the activity of an account or an associated entity by making fundamental or material managerial or business decisions, including but not limited to voting rights and the ability to contractually bind the entity or control the structure, operations, product offering, brokerage or banking decisions, contractual relationships of the entity, disbursement or receipt of funds, or offers or solicits business on behalf of the entity. Directed straw men or charities with remote contingent interests executing documents that merely enact the direction of a Control Person or hide the trust control or beneficial ownership or control are ignored to determine which person or entity has the actual beneficial ownership and control powers.
Information Requirements
As part of its monitoring of accounts, EPG may demand, in its sole discretion, at any time, and without any requirement to disclose or justify the reason or rationale of the information demanded, updated CDD, EDD, KYC, KYB, and any other AML information that EPG deems necessary. As the delay of the necessary information may be crucial to EPG's KYC/KYB/CDD/EDD and AML evaluations, EPG shall advise the information target of the required response deadline. You agree that, without exception or rationale, EPG's demands for information and documents do not require explanation or justification, and any non-compliance or untimely compliance with a demand for information constitutes a material breach of these terms.
Notwithstanding the preceding, EPG retains the absolute discretion to determine whether a party is a UBO or a Control Person, as defined herein, and whether the provided information is responsive or warrants further inquiry through CDD or EDD.
What does this mean for you?
We shall ask you, and you agree to provide, at a minimum, your name, address, date of birth, and other information that shall allow us to identify you and all associated UBO’s, Control Persons, and entities. We shall also require you to provide copies of driver’s license(s), passport(s), or other identifying documents for all parties we deem appropriate. Additionally, we may access government and commercial databases, and any other information available to us, to verify your identity and related information. You must disclose within thirty (30) days of occurrence any change in ownership or corporate structure. In the case of an entity, information, including but not limited to all associated UBOs and Control Persons, as well as information regarding all related entities, trusts, affiliates, subsidiaries, or other holding structures, is specifically required by law and must be provided.
EPG may also require information and documents regarding one or more specific transaction(s), either pending or previously submitted, and the associated involved parties.
For non-compliant clients, EPG may, at its sole discretion, suspend, reject, or halt transactions. EPG may also decide, at its sole discretion, to permanently terminate such non-compliant arrangements without notice or right of appeal regardless of the terms of the associated agreement(s). In some instances, applicable law may require EPG to file reports with the applicable governmental entities, such as tax filings and other such governmental reporting.Compliance is Mandatory
You acknowledge and agree that compliance with the foregoing is mandatory and that any knowing or willful fraud, objection, delay, dispute, or other obfuscation to delay or avoid production of information or documents constitutes a material breach of these terms.
Prohibited Uses
You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:
Additionally, you agree not to:
Prohibition on Harassment or Stalking
All forms of Harassment or Stalking, as defined herein, are prohibited. For purposes of this Agreement, “Harassment” means any gesture, written, verbal, or physical act, electronic communication, or use of technology, including the Platform, to facilitate any improper comment or behavior that demeans, humiliates, or embarrasses any person, including the Indemnified Parties, by insulting, intimidating, humiliating, hurtful, malicious, degrading, or otherwise offensive actions to said person. Harassment can involve a single incident or a series of incidents that are (i) reasonably perceived as being motivated either by any actual or perceived extortionary desire for action or monetary benefit; (ii) reasonably perceived as being motivated by a desire to produce a chilling effect with respect to actions taken, or to be taken, by the Trustee or other Indemnified Parties; or (iii) that take place within or outside of the Platform and disrupts or interferes with the orderly operation of the Platform, results in business operations disruptions, assails the reputation of the Trustee or the Platform, results in any increased costs, or Platform interference. The preceding includes any incident or series of incidents that:
For purposes of this Agreement, Stalking means the repeated use or visitation of the Platform and its affiliated websites without a detectable business purpose or for the exclusive purpose of Harassing the Indemnified Parties or the Platform. Stalking shall be presumed unless proven to the contrary beyond a reasonable doubt.
Any breach of this provision shall be deemed a breach of the Public Statements & Non-disparagement provision herein, and shall subject the breaching party to the damages stipulated therein, inclusive of all attorneys’ fees and internal and external costs.
Foreign Currency Exchange
Unless we otherwise agree in advance, as evidenced by an executed written instrument, you may only hold and transfer United States Dollars ("USD") within Accounts. Accordingly, any foreign currency received is automatically exchanged into USD. You bear all foreign exchange ("FX") fees and all risks incurred or associated therewith. FX fees are automatically deducted from the transaction by the executing FX provider. We do not execute FX exchanges; the associated FX exchange executes the FX exchanges at their then-current exchange rate and fees.
Authorized Users
Authorized Users must be identified by a unique email address and user name and two or more natural persons may not use the Platform as the same Authorized User. If the Authorized User is an employee engaged in the business of the employer, the use of the Platform by the Authorized User is as the agent of a third-party employer and such use binds the third-party employer to these Terms of Use.
You will defend, indemnify, and hold us, our Affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including but not limited to attorneys' fees) arising from or related to: (i) your access to and use of the Platform; (ii) any communication or instruction received from your unique email address and user name; (iii) any violation of these Terms of Use by you or your Account Administrator or Authorized Users, as applicable; (iv) infringement of any intellectual property or other right of any person or entity by you; (v) the nature and content of all customer data processed by us; and (vi) any products or services arising from your access to use of or connection with the Platform.
We retain the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, by these Terms of Use or the terms of any associated trust or escrow documents, and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
Monitoring and Enforcement; Termination
We have the right to:
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order(s) requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS EPG AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Reliance upon Information, Instruction, Representation, and Warrants; No Duty to Audit
Any Trustee exercising fiduciary powers, or the Trust Administrator acting in a non-fiduciary ministerial capacity, may rely solely upon the verbal and written (electronic and hard copy) information, instruction(s), representation(s), and warrants it receives from the Claimant, Grantor, Beneficiary, attorney, planner, their authorized agent, and all Parties in Interest (as the case may be) without any duty or obligation of any Trustee, exercising fiduciary powers, or the Trust Administrator, acting in a non-fiduciary ministerial capacity, to conduct any additional audit, investigation, or inquiry to investigate, detect or determine if such information, instruction(s), representation(s), or warrants are fraudulent, untrue, unauthorized, inaccurate, coerced, or inconsistent with tax laws and doctrine, or incomplete. Further, any Trustee exercising fiduciary powers, and the Trust Administrator acting in a non-fiduciary ministerial capacity, have no duty to investigate, detect or determine theft, conversion, fraud, or inconsistency with tax laws and doctrine, or unauthorized fraudulent intent as it relates to the information, instruction(s), representation(s), and warrants received from the Claimant, Grantor, Beneficiary, attorney, planner, their authorized agent or a third party and may rely solely on the documents and instructions it receives.
You, individually and as the agent for the Parties in Interest, shall disclose, with each request for fund(s) disbursements or transfers, any material mortgages, security interests, pledges, liens, easements, or encumbrances of any kind whatsoever that may exist against the requested assets. EPG may rely solely on any instructions, directions, petitions, or requests received from any of the authorized Parties in Interest, without any further duty to investigate or audit as confirmation that the recipient of the associated funds confirms he, she, or it has the free right and title to all of the property and assets, tangible and intangible, and the related assets are free of any material mortgages, security interests, pledges, liens, easements, or encumbrances of any kind whatsoever. Any claims arising from a third party asserting a claim shall be the sole liability of the authorized Parties in Interest who failed to disclose the applicable mortgage, security interest, pledge, lien, easement, or encumbrance. EPG shall be entirely held harmless and indemnified by the assets of the associated account, and the Parties in Interest, jointly and severally, for all costs, including but not limited to attorney fees or claims.
For the purpose of these Terms of Use, "Parties in Interest" is defined as any and all natural persons or entity(ies) which may: (i) have a right; (ii) assert a right; or (iii) assert a claim to a right against any associated trust or escrow account, the Assets of any associated trust or escrow account, or a benefit of any associated trust or escrow account. Parties in Interest shall be interpreted in the broadest possible context to include, but not be limited to, Claimant(s), Beneficiary(ies), Grantor(s), any party making a claim or attribution to benefits and interests arising from any associated trust or escrow account, or against any associated trust or escrow account or the Assets thereof. In addition to the foregoing, Parties in Interest shall specifically include, but not be limited to: (i) any person(s) who is a parent, relative, family member, current spouse, life partner, guardian, or attorney-in-fact of a Claimant or Beneficiary; (ii) lineal descendants of a Claimant or Beneficiary, whether by blood, adoption, or marriage; (iii) ex-spouses, ex-life partners, parents, and step-parents of a Claimant or Beneficiary; (iv) the creditors of a Claimant or Beneficiary; (v) and Authorized Agent, Authorized Officer, Authorized Entity, Distribution Administrator or the natural or legal guardians of each Claimant or Beneficiary; and (vi) users of the Platform. The term "Parties in Interest" shall be applied both jointly and severally to the parties of any corresponding agreement.
To protect the assets of the Trust from theft, conversion or misuse, the Claimant, Grantor, Beneficiary, attorney, planner, their authorized agent, and all Parties in Interest acknowledge and agree that they have a stipulated duty and a specific performance requirement to implement all possible safeguards to protect all information, passwords, system access information and forms related to the processes in their possession associated with requesting distributions and information from any Trustee and the Trust Administrator, acting in a non-fiduciary ministerial capacity, or contacting any Trustee and the Trust Administrator, acting in a non-fiduciary ministerial capacity. The foregoing shall include but not be limited to securing all physical files, computers, data files, network, and email systems from a breach, compromise, man-in-the-middle transmission intercept, malware, or any other security lapse. Further, the Claimant, Grantor, Beneficiary, attorney, planner, their authorized agent, and all Parties in Interest acknowledge their duty to conduct the ongoing monitoring of such events.
The Claimant, Grantor, Beneficiary, attorney, planner, or their authorized agent and all Parties in Interest acknowledge that the Trustee exercising fiduciary powers and the Trust Administrator, acting in a non-fiduciary ministerial capacity, perform in Good Faith when acting under the provisions herein and, as such, completely release, hold harmless, indemnify and forever discharge the Trustee exercising fiduciary powers and the Trust Administrator, acting in a non-fiduciary ministerial capacity, from all past, present, or future claims, demands, obligations, actions, causes of action, rights, damages, costs, losses of service, expenses, tax consequences, and compensation of any nature whatsoever, whether based on a tort, contract, fiduciary duty or other theory of recovery, which the Trust or Parties in Interest now have, or which may hereafter accrue or otherwise be acquired, on account of, or may in any way grow out of reliance on the information, instruction(s), representation(s), and warrants which may be fraudulent, untrue, inaccurate, coerced, inconsistent with applicable tax laws and doctrine, or incomplete.
This release and discharge shall apply jointly and severally to all Trustees exercising fiduciary powers and Trust Administrators acting in a non-fiduciary ministerial capacity, including, but not limited to, their respective officers, directors, stockholders, attorneys, agents, servants, representatives, employees, subsidiaries, affiliates, partners, predecessors, and successors in interest, heirs and assigns, and all other persons, firms or corporations with whom any of the former have been, are now, or may hereafter be affiliated (“Indemnified Parties”).
This provision shall be a fully binding and complete settlement of the associated rights and claims under the Trust by the Claimant, Grantor, Beneficiary, attorney, planner, their authorized agent, and all Parties in Interest and their heirs, assigns, and successors, including but not limited to any applicable insurance carrier’s waiver of the rights of subrogation against Trustee and the Trust Administrator acting in a non-fiduciary ministerial capacity, and the Indemnified Parties. This provision shall apply in addition to all other provisions and have supremacy and prevail even when in conflict. The Claimant, Grantor, Beneficiary, attorney, planner, their authorized agent and all Parties in Interest acknowledge and agree that the release and discharge set forth herein is a general release. All Claimants, Grantors, Beneficiaries, attorneys, planners, their authorized agents and all Parties in Interest assume the risk that the facts or law may be other than Claimants, Grantors, Beneficiaries, attorneys, planners, their authorized agents and all Parties in Interest believe.
Electronic Transmittal of Information
EPG or you may need to electronically transmit confidential information to each other and to other entities engaged by either party. Email is a fast and convenient way to communicate. However, email is not necessarily a secure means of communication and thus confidentiality could be compromised. You agree to the use of email and other electronic methods to transmit and receive information, including confidential information, between EPG and you and between EPG and third-party service providers or other entities engaged by either EPG or you, and further acknowledge and agree that the foregoing is commercially reasonable and has been fully disclosed.
Additionally, you acknowledge and agree that EPG may, in its sole discretion and absolute authority, elect to communicate with you and other entities engaged by you or EPG via encrypted email. You acknowledge and agree that any such communication(s) shall be deemed to be received by you or any entities engaged by you or EPG when sent, without regard to when you or any entities engaged by you or EPG become aware of its receipt or actually retrieve the communication. In the event you choose to respond or engage in subsequent communication via un-encrypted means, any liability associated with any compromise shall be solely yours, and you hereby release and hold EPG harmless for any such liability. You acknowledge and agree that the foregoing is commercially reasonable and has been fully disclosed.
Website as a Terminal Instance
You acknowledge and confirm that your use of the website and the Platform is only as a server-side terminal instance via a browser and the associated code is executed on the hosting server. By accessing and using the website server, you agree to the stipulated facts as follows:
Platform Offered for Educational Purposes Only
EPG offers a variety of trust services, trust administration services, self-help support software, attorney support software, and document management systems, all of which provide self-service automated software trust solutions. Fees charged are solely for trust or ministerial services or licensing fees to access the self-help system, and fees are not a drafting or document preparation fee. The content herein is provided as, and limited to, information and descriptions of the features and benefits of our services, products, and the requirements as applicable.
The Platform is for informational purposes only and is not an offer to sell, a solicitation, or an offer to buy any security or legal, fiduciary or trust services. The information herein is not intended to be legal or investment advisory advice and should not be constructed as legal or investment advisory advice. EPG and its Affiliates are not law firms, are not a lawyer referral service, and do not act as your attorney or investment advisor. We are not a substitute for the advice of an attorney or an investment advisor; as such, we do not provide any advice, explanation, opinion, or recommendation about possible legal rights, express any legal guidance on the matters contained herein, nor do we provide investment advice. As appropriate, seek the advice of an attorney if you have questions concerning legal questions, remedies, defenses, options; or seek the advice of a licensed investment advisor related to Trust Holdings or investments.
Limited Scope
EPG provides fiduciary services as a non-depository trust company only in the jurisdictions in which it is licensed. EPG also provides non-fiduciary escrow services and provides technology enabled ministerial solutions.
NO TRUSTS OFFERED BY EPG ARE A SECURITY, FUTURE, OPTION, OR OTHER FINANCIAL INSTRUMENT OR AN OFFER TO PROVIDE ANY INVESTMENT ADVICE OR SERVICE(S). NOTHING HEREIN SHALL BE CONSIDERED A SOLICITATION OR OFFER TO BUY OR SELL ANY SECURITY, FUTURE, OPTION, OR OTHER FINANCIAL INSTRUMENT OR AN OFFER TO PROVIDE ANY INVESTMENT ADVICE OR SERVICE(S) TO ANY PERSON IN ANY JURISDICTION. NO RESULTING TRUST IS FORMED OR OPERATED BY EPG TO ACQUIRE A SPECIFIC SECURITY, CREATE A SECURITY, OR TO BE OFFERED AS A SECURITY. SECURITIES AND INSURANCE PRODUCTS THAT MAY BE HELD IN ANY TRUST ARE NOT INSURED, ARE NOT A DEPOSIT OF AND ARE NOT GUARANTEED BY A BANK OR ANY BANK AFFILIATE, AND MAY LOSE VALUE.
Location of Products and Services
Our services are offered only in jurisdictions where they may be lawfully offered and are also subject to the terms of the specific applicable agreement. NOT ALL PRODUCTS OR SERVICES ARE AVAILABLE IN ALL JURISDICTIONS. Certain fiduciary and non-fiduciary ministerial services may be provided through third parties in their respective jurisdictions.
Business Hours
Our standard Business Hours are from 9 AM to 4 PM, Monday through Friday, except for legal holidays as observed by the United States Federal Government or the New York Stock Exchange.
Terms of Fiduciary Services Offer
All offers (whether by mail, by phone, through employees, agents, the internet, or otherwise) are limited and are solely made from, and within, the jurisdictions in which EPG is licensed to operate and offer fiduciary services. All orders for fiduciary services require acceptance from an authorized officer of EPG operating within the offering jurisdiction before they become contracts. The use of the Platform does not constitute an offer to provide trust services beyond the borders of licensed jurisdictions identified herein.
In appropriate circumstances, EPG operates solely as an Escrow Agent; accordingly, in those circumstances, EPG then acts only in a non-fiduciary ministerial capacity, and neither holds nor exercises discretionary trust or fiduciary powers.
An Escrow is a legal arrangement whereby an asset is delivered to a third party (acting as an Escrow Agent) to be held in trust or otherwise pending a contingency or the fulfillment of a condition or conditions in a contract, settlement, or judgment.
NOTE: Unless expressly provided for in writing, any revenue sharing amounts received by EPG, its Affiliates, and its Third Parties shall be in addition to the fees due to EPG and shall not offset any other fees due to EPG. The Grantor(s), Beneficiary(ies), Claimant(s) and their Parties in Interest, as defined in each trust, acknowledge and agree to the foregoing, and waive any and all claims, demands, conflicts of interest, or rights to such compensation or additional income that may have resulted from the operation of such arrangements.
Not Investment Advice
The Platform is intended to be a self-service trust creation and management platform. Therefore, we are not your investment advisor and the use of the Platform does not constitute any investment advisor relationship or engagement. As such, we provide no advice or recommendations related to your investment choices, the suitability of any investment, or the prudence of your risk tolerance. The content presented herein is not:
The Platform is for general EDUCATIONAL purposes only. You, under the limited powers granted to you in the trust, are entirely responsible for making any Trust Holding decisions related to the trust. We cannot and do not guarantee profits of any kind, nor can we protect you from losses. You assume the entire cost and risk of any Trust Holding decision you choose to undertake related to the Trust Holdings of your trust. Investing involves risk, so you must always use your own best judgment when investing or seek advice from a licensed investment advisor. We are not an investment advisory firm, and your use of the Platform in no way constitutes a client/investment advisor relationship. All information we communicate to you either through the Platform, other affiliated platforms, or other forms of communications is for general EDUCATIONAL purposes only.
WE RECOMMEND YOU SEEK A LICENSED INDIVIDUAL INVESTMENT ADVISOR BEFORE MAKING ANY INVESTMENT, FOR YOU ARE ASSUMING THE SOLE LIABILITY FOR YOUR INVESTMENT DECISIONS. EPG ACTS SOLELY IN A DIRECTED CAPACITY TO COMMUNICATE YOUR INSTRUCTIONS.
The inclusion of a supported Trust Holdings option on the Platform is not a recommendation or investment advice, nor is it a solicitation to buy or sell any security.
Certain Trust Holdings may have Fees or other Charges. These fees may be imposed by the fund manager/sponsor if the asset is typically held for less than one (1) year. As such, before selecting a Trust Holding for your trust, always take the time to do your own research relative to the Trust Holdings you are selecting for the trust, including but not limited to, utilizing public data available from an investment research firm service such as www.morningstar.com, and reading the prospectus of each asset carefully (for example a prospectus for securities can typically be found on the website of the respective mutual fund family.)
The net performance of your trust may be reduced by the fees and other expenses that your trust may incur and which are disclosed within your trust document. There is no guarantee that any particular Trust Holdings allocation will meet your objectives or provide you with a given level of income. Diversification does not ensure a profit or protect against a loss.
IN CONSIDERATION OF THE ADMINISTRATIVE EFFICIENCY AND THE RESULTING LOWER COST OF TRUST ADMINISTRATION FROM WHICH YOUR TRUST BENEFITS, YOU ACKNOWLEDGE, AGREE AND SPECIFICALLY WAIVE ANY CLAIMS THAT MAY ARISE FROM OUR EXERCISE OF FIDUCIARY OR MINISTERIAL POWERS.
ACH Electronic Funds Transfer Authorization Form
If you so request, EPG shall initiate, through its ODFI banks, scheduled or periodic electronic funds transfer debits and/or credits requested for trust additions (or when applicable, apply electronic funds transfer credits to the same).
If your financial institution should return any such electronic debit(s) for any reason, you authorize EPG to collect a returned item fee per its then-current fee schedule plus the associated ODFI bank fees from the associated trust account. You also agree to be bound by the ODFI financial institution’s rules governing such transactions.
Upon the second occurrence of an authorized funds transfer being rejected, EPG shall bar such Giftor from any future electronic fund transfers.
Through the use of the system to request electronic funds transfers, you attest that you are an authorized signer on the financial institution account associated with this request (“target account”), you agree to the terms herein, and you acknowledge, understand, and approve the associated electronic funds transfer transactions.
Common Trust/Escrow Account Holdings
When we act in a limited capacity related to the administration of accounts and the associated custody of trust or account holdings in-common (on an omnibus basis), the associated assets are subject to our policies as they may change from time-to-time.
For convenience concerning Trust or Escrow administration and holdings, we may hold all or a portion of the Trust or Escrow Assets jointly in-common (in omnibus) with the property of other trusts or accounts for which we also provide service(s). A corporate fiduciary or escrow agent may also use common custodial accounts pursuant to the terms of such common custodial accounts.
The Trustee, Administrator, or Escrow Agent shall maintain records that sufficiently identify the Trust's or Escrow account's portion of the jointly held assets pursuant to the following terms and conditions:
Disclaimers
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
The publicly available portions of the Platform are provided for educational purposes only and are not intended to provide legal, tax, investment or financial planning advice. In using the publicly available portions of the Platform, you agree that you are solely responsible for your own investment research and decisions, that you will not rely on the Platform as the primary basis for your decisions (investment, financial, legal or tax) and, except as otherwise provided herein, EPG will not be liable for any actions you take based on information you receive via the Platform.
The Platform contains certain information EPG has filed or incorporated by reference in its reports with applicable government agencies (collectively, the “Disclosure Materials”). EPG expressly disclaims any duty to update any of the information set forth in the Disclosure Materials including, but not limited to, statements that may be considered forward-looking.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER EPG NOR ANY PERSON ASSOCIATED WITH EPG MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER EPG NOR ANYONE ASSOCIATED WITH EPG REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, EPG HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE EXTENT THE PLATFORM OR ANY ATTACHMENT CONCERNS TAX MATTERS, IT IS NOT INTENDED TO BE USED AND CANNOT BE USED BY A TAXPAYER TO AVOID REGULATIONS, LAWS, OR PENALTIES THAT MAY BE IMPOSED BY APPLICABLE LAW. WE PROVIDE YOU WITH THIS INFORMATION WITH THE UNDERSTANDING THAT WE ARE NOT RENDERING ACCOUNTING, INVESTMENT, LEGAL OR TAX ADVICE. PLEASE CONSULT YOUR INVESTMENT, LEGAL OR TAX ADVISOR CONCERNING SUCH MATTERS.
Good Faith
As used herein, "Good Faith" refers to an action or decision (or lack thereof) that meets any one or more of the following criteria:
Further, the Trustee, Trust Administrator, Escrow Agent, or a related person shall not be liable for errors of judgment or mistakes of fact or law, and may take the advice of counsel or other experts and shall be under no liability for any act or omission in accordance with such advice, nor for failing to follow such advice.
In addition, the presumption shall be that any action or inaction taken in reliance on information, consent, or directions received from a trust beneficiary, associated law firm, authorized agent, or authorized entity is made in Good Faith, unless there is evidence of willful misconduct or actual fraud on the part of the Trustee, Trust Administrator, Escrow Agent, or a related person.
The associated Trustee, Trust Administrator, or Escrow Agent may require a non-judicial settlement agreement on any matter, and such agreement shall conclusively establish Good Faith, which is not subject to future contest. However, any allegation of bad faith must be supported by clear, objective, demonstrable, and measurable facts.
Any action or inaction not made in Good Faith by one person or entity shall not be attributed to any other person or entity.
Funds Hold, Clearing, Settlement, and Risk Management Policy
You acknowledge and agree that Funds are considered “Collected Funds” as follows:
Statements
Account statements are posted within ten (10) business days following the first day of the calendar month or quarter, depending on your statement cycle. To protect the assets of any associated trust or escrow account from loss, fraud, theft, conversion, or misuse, the Claimant, Grantor, Beneficiary, and their attorney, planner, authorized agent, and all Parties in Interest acknowledge and agree that they have a stipulated duty and a specific performance requirement to review the statements and reported transactions of any associated trust or escrow account and acknowledge and agree that any resulting damages stemming from the failure to monitor the trust or escrow account is not EPG's liability, but rather is the sole liability of the Claimant, Grantor, Beneficiary, and their attorney, planner, authorized agent, and all Parties in Interest. Accordingly, the Claimant, Grantor, Beneficiary, and their attorney, planner, authorized agent, and all Parties in Interest waive all claims at law or in equity against EPG and its Third Parties in such circumstances.
Unpaid Fees
You agree that fees unpaid for more than thirty (30) days shall accrue a Late Fee of one and one-half percent (1.5%) per month that shall be assessed on the then-current outstanding past-due balance. Said accrued Late Fee shall be added to the then-current balance. In addition, you, the firm you represent as an agent or employee, and the associated Parties in Interest shall be jointly and severally liable for reimbursing us for all court costs, collection fees, processing fees, late fees, and attorney fees associated with such collection or defense. Moreover, you acknowledge, understand, and agree that should any fee(s) go unpaid for more than thirty (30) days, EPG may, without notice and without waiving any of its other rights, suspend service until such time as all fees, including any applicable Late Fee, have been paid.
Payment Crediting Policy
You agree to the following Payment Crediting Policy processes:
Payment Application
Collected money payments received in USD will be promptly applied to their respective total accounts' outstanding balance.
The payment application process will first prioritize the oldest outstanding balance (in total) and shall not be applied to any one specific invoice or invoice line-item, regardless of any client attempted invoice or line-item limitation declaration.
Crediting Method
When a payment is received, it will be credited to the client's account using the "oldest outstanding balance" method. The oldest outstanding balance refers to the outstanding amount that has been due for the longest period of time.
Payments will be applied to the principal amount first, followed by any applicable interest, past due fees, or other fees associated with the outstanding balance.
Line-Item Limitation
There will be no allowable invoice or line-item limitation on credited payments.Regardless of the number of invoices or line-items associated with a client's outstanding balance, payments shall be credited to the oldest unpaid (outstanding) gross balance.
Communication
Clients will be notified of the payment crediting policy through various channels, including the website, account statements, and customer support channels. You agree that, by this notice, you have received commercially reasonable notice and that the terms herein are fair and equitable.
Links Provided to Third Party Sites
Some of the sites listed as links herein will let you leave our server, are not under our control, and are provided for your convenience only. Access to any other internet site linked to the Platform is at the user’s own risk, and EPG is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these linked sites. We do not make any representations whatsoever concerning the content of those sites. The fact that we have provided a link to a site is NOT an endorsement, authorization, sponsorship, or affiliation by us with respect to such site, its owners, or its providers; we are providing these links only as a convenience to you. We have not tested any information, software, products, or services found on these sites and therefore cannot make any representations whatsoever with respect thereto. There are risks in using any information, software, products, or services found on the internet, and we caution you to make sure that you completely understand these risks before retrieving, using, relying upon, or purchasing anything via the internet.
No Disbursement nor Delivery of Service(s) Constitutes an Endorsement
No disbursement from an Account or the Platform, and no execution of a service agreement, regardless of type, by us constitutes (i) an endorsement of the transaction or the associated parties; (ii) a statement of suitability, recommendation, prudence, assurance, or warrantee of a financial transaction or the associated parties; (iii) advice in any form; (iv) assurance of compliance with the laws of any specific jurisdiction; or (v) assurance of compliance with applicable tax law and any associated liability. The associated compliance and financial risks of every transaction and related relationship(s) lie solely with the requestor and the Parties in Interest, who assume all such duties and risks.
Independent Allocations of Risks
Each provision of any associated trust or escrow account and these Terms of Use that provides for a limitation of liability, disclaimer of warranties, releases, exonerations, hold harmless provisions, indemnifications, user limitations on action(s) or speech, stipulated damages, or exclusion of damages represents a mutually agreed allocation of the risks between the parties. This allocation is commercially reasonable, fully disclosed, fulfills all Fiduciary duties of the Trustee and all Ministerial Services duties of the Trust Administrator, and is an essential element of the basis of the bargain between the parties, and if absent, EPG would not otherwise provide services or access to the Platform. Each element of these provisions is severable and independent of all other provisions of any associated trust or escrow account and these Terms of Use, and each of these provisions will apply even if the warranties in these Terms of Use have failed of their essential purpose.
Distribution Petitions or Requests
For written distribution petitions or requests received by us, you and all other Parties in Interest agree that the applicable "Security Procedure" shall consist of any procedure established by the terms of the associated Trust, Escrow, or other account, and these Terms of Use for reasonably verifying that a written distribution petition or request for benefits, or a communication amending or canceling a written distribution petition or request, satisfies the Security Procedure herein.
In the absence of your agreeing to a Supervising Third-Party verification of each written distribution petition or request, you and all other Parties in Interest hereby agree that any security procedure we may employ at our discretion, is an "Alternative Verification Procedure" whether based on algorithms or another type of code (alpha, numeric, or alphanumeric) identifying words (single or word combinations) or numbers (the foregoing including but not limited to email addresses, email MX records, internet protocol addresses, login ID records, digital fingerprints, signature digital IDs, account numbers, dates of birth (in whole or in part), social security number (in whole or in part), or other similar unique identifying words or numbers, encryption, callback procedures, or similar security devices. For clarity, any one (1) element of the Alternative Verification Procedure is sufficient to establish Good Faith verification. Notwithstanding the preceding, this provision does not conflict with or supersede the "Reliance upon Information, Instruction, Representation, and Warrants; No Duty to Audit" provision.
Further, you and all other Parties in Interest expressly agree that (i) the preceding Security Procedure is a commercially reasonable method of providing security against unauthorized payment orders, and (ii) the distribution petition or request is processed in Good Faith if it complies with the preceding Security Procedure or the alternative agreed upon terms of a written distribution petition or request, or instruction defining the terms of acceptance of written distribution petition or request. However, we are not required to accept or fulfill a distribution petition or request that violates any other associated written agreement. Further, the Indemnified Parties have no liability for any conflicting, modifying, or restrictive notice which is not received at a time and in a manner affording us a reasonable opportunity to act on it before the distribution request is processed.
You and all other Parties in Interest additionally agree that these Terms of Use determine the "commercial reasonableness" of a security procedure, as do the terms of a written distribution petition or request received by us to which you have expressly agreed, the circumstances of the Parties in Interest known to us, including the size, type, and frequency of written distribution petitions usually issued by such Parties in Interest, alternative security procedures offered to a given party, and the security procedures in general use by our clients. A security procedure is commercially reasonable as (i) the security procedure offered at the time of the creation of the account for a supervising third-party verification option was refused, and (ii) you and all other Parties in Interest expressly agreed, in these Terms of Use and any other written distribution petition or request, to be bound by any written distribution petition or request, whether or not authorized and accepted by us in compliance with the Alternative Verification Procedure security procedures outlined herein.
Notwithstanding the preceding, if an attorney or their office, acting or representing in any legal capacity one (1) or more Parties in Interest, submits any written distribution petition or request, we shall be able to rely in Good Faith on the attorney's written distribution petition or request as a "Third Party" verification, given that the attorney is under a continuing duty under these Terms and Conditions and the rules of professional conduct to protect the client's personal identifying information, client data, and the attorney's systems, devices, networks, data, emails, logins, and other communications.
Accordingly, the Indemnified Parties have no liability for any resulting loss or damages when acting under the provisions herein and, as such, you and all other Parties in Interest completely release, defend, hold harmless, indemnify, and forever discharge the Indemnified Parties from all past, present, or future claims, demands, obligations, actions, causes of action, rights, damages, costs, losses of service, expenses, tax consequences, and compensation of any nature whatsoever, at law or in equity, which you or the Parties in Interest now have, or which may hereafter accrue or otherwise be acquired on account of, or may in any way grow out of, any related matter.
Finally, you and all other Parties in Interest agree that any breach of your duty to secure your system, devices, data, networks, emails, or other communications is solely your liability. Accordingly, the Indemnified Parties have no liability for any resulting loss or damages when acting under the provisions herein, and as such you and all other Parties in Interest completely release, defend, hold harmless, indemnify, and forever discharge the Indemnified Parties from all past, present, or future claims, demands, obligations, actions, causes of action, rights, damages, costs, losses of service, expenses, tax consequences, and compensation of any nature whatsoever, at law or in equity, which you or the Parties in Interest now have, or which may hereafter accrue or otherwise be acquired on account of, or may in any way grow out of, any related matter.
Assignment of Interest or Merger of Corporate Trustee
If any corporation acting as a fiduciary or performing other non-fiduciary ministerial services under this Agreement, whether individually or as a committee, is merged with or transfers substantially all of the associated Account Holdings to another corporation, or if an associated entity changes its name, the successor will automatically succeed as if that successor had been originally named. No document of acceptance shall be required, and the successor shall fully assume the associated role hereunder, without the execution or filing of any instrument or the performance of any further act, and shall have the same powers, authorities, and discretions as though initially named in this Agreement. No associated merger or transfer of assets shall be construed as the termination of the Agreement or the underlying trust, custodial account, or escrow account or agreement.
The Account and its resulting fee(s), and all other associated revenues, are transferrable to any successors or assigns and may also be sold at any time, in whole or in part, without restriction, prior notice, or prior consent. Further, no notice, approval, consent, or acknowledgment is required for assignment from any Party in Interest. This section shall bind all respective Parties in Interest and their successors and assigns. No assignment or sale of revenue or receivables shall be construed as the termination of the Agreement, or the underlying trust, custodial account, or escrow account or agreement.
Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL EPG, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, OR ANY ASSOCIATED FIDUCIARY OR TRUST ADMINISTRATION SERVICES INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE, AND, NOTWITHSTANDING THE FOREGOING, OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR TO YOUR USE OF THE PLATFORM AND RELATED SERVICES (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO EPG FOR THE SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
FURTHER, NEITHER THE TRUSTEE NOR THE TRUST ADMINISTRATOR, AS THE CASE MAY BE, SHALL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, COVER, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOOD WILL, OR LOSS OF DATA ARISING FROM OR OTHERWISE RELATED TO (I) YOUR ACCESS TO USE OF THIS PLATFORM; (II) ALL ASSOCIATED OR LINKED EPG WEBSITES; AND (III) ASSOCIATED TRUST ADMINISTRATION AND ESCROW OR OTHER SERVICES PROVIDED BY EPG, ITS AFFILIATES, OR ITS THIRD PARTIES EVEN IF SUCH A PARTY OR ITS EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. FURTHERMORE, THIS LIMITATION OF LIABILITY SHALL ALSO APPLY TO DAMAGES ARISING OUT OF ANY TRANSACTIONS CONTEMPLATED UNDER THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO GOODWILL, WORK STOPPAGE, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
FURTHER, YOU AGREE THAT IN ANY JUDICIAL, NEGOTIATION, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG YOU AND US OR OUR AFFILIATES THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH YOUR ACCESS TO, AND USE OF, THIS PLATFORM, ALL ASSOCIATED OR LINKED EPG WEBSITES AND ASSOCIATED TRUST ADMINISTRATION AND ESCROW OR OTHER SERVICES, OR RELATED SERVICES PROVIDED BY EPG, ITS AFFILIATES, OR ITS THIRD PARTIES, YOU SHALL NOT HAVE A REMEDY OF, AND EPG SHALL NOT BE LIABLE FOR, INCIDENTAL, SPECIAL, INDIRECT, COVER, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS, OR BUSINESS, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOOD WILL, OR LOSS OF DATA. YOU HEREBY EXPRESSLY WAIVE ANY RIGHT OR CLAIM TO INCIDENTAL, SPECIAL, INDIRECT, COVER, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS, OR BUSINESS, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOOD WILL, LOSS OF DATA, OR ANY OTHER DAMAGES YOU MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE.
ACCORDINGLY, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EPG BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (I) USE OF THE PLATFORM, DOCUMENTATION, OR SERVICES; (II) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (III) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, DOCUMENTATION OR RELATED SERVICES; (IV) ANY UNAUTHORIZED COMMUNICATION TO EPG, ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM, DOCUMENTATION, OR SERVICES BY ANY THIRD PARTY; (VII) ANY LOSS ARISING FROM THE PLATFORM, DOCUMENTATION, OR RELATED SERVICES; (VIII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM, DOCUMENTATION, OR RELATED SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (IX) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY.
Interpleader
Should any controversy arise among the Parties in Interest concerning the right or claims to receive funds, property, or any other assets held in an Account, the Trustee, Account Administrator, or Escrow Trustee (as applicable) may, in its sole authority and absolute discretion, institute an appropriate interpleader action, with the applicable court, to determine the rights of the Parties in Interest. The Parties in Interest hereby acknowledge and agree that they will indemnify and hold harmless the Trustee, Account Administrator, or Escrow Trustee (as applicable) if the Trustee, Account Administrator, or Escrow Trustee (as applicable) institutes an interpleader action. Further, The Parties in Interest hereby acknowledge and agree that any costs associated with said interpleader action, including but not limited to attorneys’ fees, court costs, administrative costs, and other extraordinary fees shall be paid out from the Account’s assets.
The Parties in Interest acknowledge and agree that there will be a hold on all distributions from the Account until a final court order determining the rights of the Parties in Interest is issued. Additionally, the Parties in Interest acknowledge and agree that they shall be entirely responsible for any and all legal costs incurred in asserting their claims before the court hearing the interpleader action.
Indemnification
You agree to indemnify, defend, and hold EPG and any associated Trust, Trustee, or Trust Administrator harmless from any liability, loss, claim, or expense, including attorney's fees, that may result, in any way, from your use of the Platform. In the event the assets of any associated Trust are insufficient to provide complete indemnification of EPG and any associated Trust, Trustee, or Trust Administrator then you and the Parties in Interest, jointly and severally, agree to personally indemnify such party(ies). Nothing in these Terms of Use shall affect any non-waivable statutory rights that apply to you. EPG reserves the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting EPG's defense of such matter.
Force Majeure
No failure, or omission, by us to carry out our obligations or observe any of the stipulations or conditions of this Agreement shall give rise to any claims against us or be deemed a breach of this Agreement if such failure or omission arises from any of the following (hereinafter referred to as “Force Majeure Event”): war; war-like hostilities; civil commotion or unrest; riot(s); strike(s); insurrection(s); blockade(s); pandemic(s), epidemic(s), or events causing quarantine restrictions; government interventions; government shut-downs; any change in laws, orders, rules, regulations, ordinances or other governmental or judicial acts impairing performance; failure of the banking system or other financial networks; cyber breach; software or hardware failure; loss of electrical power; communication failures (including, but not limited to failures in connection with the internet and phone lines); sabotage; terrorism; embargoes; shortage(s) or delay(s) of materials or labor; an act of God; natural or man-made disasters, or any other similar event beyond our control.
If any such Force Majeure Event occurs, we shall, in writing, notify you as promptly as is reasonably practicable, given the associated circumstances, following the discovery of the Force Majeure Event. Such notice shall stipulate the nature of the Force Majeure Event and any necessary and relevant details. If possible, we will include in the notice a good-faith estimate regarding the resumption of activities and duties under this Agreement.
The activities and duties under this Agreement shall resume as soon as practicably possible. However, if the occurrence of a Force Majeure Event renders performance of the obligation commercially impractical, impossible, or such Force Majeure Event frustrates the purpose of this Agreement, you and us shall negotiate in good faith an equitable adjustment of the terms and conditions of this Agreement affected by such event, or where necessary, termination of the Agreement.
For the avoidance of doubt, a Force Majeure Event shall not include (i) financial distress of a party; (ii) the inability of a party to make a profit or avoid a financial loss; (iii) changes in the market prices or conditions; or (iv) a party’s financial inability to perform its obligations hereunder.
The provisions of this section shall be interpreted in the broadest possible terms. For clarity and avoidance of doubt, the omission of a term or phrase shall not be construed as a limiting factor, but rather shall be construed as being omitted for the purposes of efficiency and commercial expediency.
Choice of Law; Jurisdiction
Subject to all applicable binding dispute resolution process provisions herein, the parties hereto irrevocably agree that the exclusive jurisdiction of the High Court of St. Christopher and Nevis and its superior courts in respect of all disputes that may arise out of this Agreement shall hear and determine any suit, action, or proceeding and settle any dispute between them that may arise out of or in connection with an Account and for such purposes, each party irrevocably submits to the exclusive jurisdiction of such court. The parties hereto waive all objections and irrevocably consent to the exclusive jurisdiction of the exclusive jurisdiction of the High Court of St. Christopher and Nevis and its superior courts in respect of all disputes which may arise out of this Agreement, as the court of jurisdiction for all matters arising from an Account. Further, in all matters pending before the court of proper jurisdiction as outlined in this provision, at all times the laws of St. Christopher and Nevis shall be applied and govern all transactions hereunder without regard to any choice of law provisions, if any.
Negotiation, Mediation, and Arbitration
With each use of the Platform, you (or in your role as an agent/attorney for any Beneficiary(ies)/Claimants) agree to and affirm the following Negotiation, Mediation, and Arbitration provisions. You also agree that the Negotiation, Mediation, and Arbitration process applies to all past, current, and future actions, transactions, and claims. Further, you consent to the following Negotiation, Mediation, and Arbitration process for any matter for which litigation has not been appropriately filed with the court of competent jurisdiction of St. Christopher and Nevis, before your first use date following the publication of this provision of these Terms of Use.
Any and all disputes arising out of, or relating to, the associated trust, account, or this Platform, including any alleged breach or any other theory of recovery or claim, at law, in equity or by statute, which the Parties in Interest now have or which may hereafter accrue or otherwise be acquired or asserted on account of, or may in any way grow out of, the associated trust, account or this Platform, shall be resolved with the following procedures:
(a) Negotiation. Upon any Party in Interest providing written notice of any dispute to EPG, the Party in Interest noticing the dispute shall request, in writing, to schedule a Negotiation of said dispute, and the parties shall attempt to resolve the subject dispute promptly by Good Faith Negotiation. The party noticing the dispute and asserting the claim shall provide said request for Negotiation within fifteen (15) business days of determining that there is a potential dispute. Said notice shall be titled as follows: "NOTICE OF REQUESTED DISPUTE RESOLUTION BY NEGOTIATION." The party noticing the dispute and asserting the claim shall submit a complete detailed brief of the facts, arguments, exhibits, supporting citations and analysis of all related provisions of the associated trust and incorporated provisions. The foregoing shall constitute the sole facts, arguments, exhibits, supporting citations, and analysis of all related provisions of the associated trust and incorporated provisions allowable by the party asserting the claim during Negotiation, Mediation, and Arbitration and shall be solely relied upon during Mediation and Arbitration, if any.
The involved parties must satisfy the requirements of the Negotiation process detailed in this paragraph (a) prior to the initiation of the Mediation process detailed in paragraph (b) below. The parties shall make all reasonable efforts to complete the Negotiation within thirty (30) business days of the first Negotiation session. Should the Negotiation process not be completed due to a failure of the party noticing the dispute to comply with its requirements, said party shall irrevocably waive all associated claims or causes of action.
(b) Mediation. If the preceding Negotiation fails to resolve the dispute, the parties shall proceed to Mediation unless all parties have previously agreed to a different time frame in writing. A "NOTICE OF REQUESTED DISPUTE RESOLUTION BY MEDIATION" shall be served upon the party who initially noticed the dispute, signifying that the Good Faith negotiation was not successful and commencing the Mediation process. The parties shall agree on a mediator; however, if they cannot mutually agree to a mediator within fourteen (14) days, then an individual or entity to be named by EPG shall appoint a mediator. The Mediation location shall be in a mutually-agreed upon location, which shall, without exception, be located within the territorial bounds of St. Christopher and Nevis. The Mediation session shall be held within forty-five (45) days of the retention of the mediator and last for at least three (3) full Mediation days before any involved party has the option to withdraw from the process. The parties involved in the Mediation may agree to continue the Mediation process beyond the three (3) Mediation days until there is a settlement agreement or one of the involved parties or the mediator states that there is no reason to continue because of an impasse that cannot be overcome and sends a written "NOTICE OF TERMINATION OF MEDIATION" to all parties. All reasonable efforts shall be made to complete the Mediation session within thirty (30) business days of the first Mediation session.
During the Mediation, EPG can assert the failure to fully comply with paragraph (a) above as a reason not to proceed to or to delay the Mediation. The party that noticed the dispute per paragraph (a) above shall bear the Mediation costs unless agreed otherwise in writing. The service of the NOTICE OF REQUESTED DISPUTE RESOLUTION BY MEDIATION shall stay the running of any applicable statute of limitations regarding the dispute in question until thirty (30) days after the parties involved in the Mediation agree that the Mediation is concluded or the mediator issues a NOTICE OF TERMINATION OF MEDIATION.
All communications, both written and oral, during the phases outlined above are confidential and treated as settlement negotiations for purposes of any applicable rules of evidence; however, documents generated in the ordinary course of business prior to the dispute in question that would otherwise be discoverable do not become confidential simply because of their use in the Negotiation or Mediation process.
The Mediation process shall be confidential based on terms acceptable to the mediator or the Mediation service provider.
(c) Arbitration. Any dispute that is not resolved through Negotiation or Mediation in accordance with the preceding paragraphs (a) and (b) shall be resolved by final and binding Arbitration in accordance with the limitations provisions herein. The Arbitration location shall be held in a mutually-agreed upon location, which in turn shall be located within the territorial bounds of St. Christopher and Nevis, using one arbitrator unless the dispute in question exceeds one million dollars ($1,000,000) in which case there shall be three neutral arbitrators as a panel. The arbitrators may award costs and attorneys' fees to the prevailing party.
You (or in your role as an agent/attorney for any Beneficiary(ies)/Claimants) hereby waive all rights to have disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective claims against EPG in court, arbitration, or any other proceeding. Each party shall only submit its own individual claims against the other and shall not seek to represent the interests of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim or to consolidate different Arbitration proceedings with, or join any other party to the Arbitration between the parties. The arbitrator, not any court, shall have exclusive authority to resolve any dispute relating to the Platform and the arbitrability of any dispute between the parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which a court of competent jurisdiction shall determine.
Arbitration is final and binding, and you (or in your role as an agent/attorney for any Beneficiary(ies)/Claimants) waive all rights to other resolution processes, such as court actions or administrative proceedings, and waive the right to bring forth any other theory of recovery or claim, at law or in equity or by statute, related to the Platform or any associated trust. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction per the terms hereof.
Notwithstanding the foregoing, EPG shall have the right to institute any action against any party in a court of proper jurisdiction for injunctive or other equitable relief as EPG deems appropriate.
Further, with each use of the Platform, you (or in your role as an agent/attorney for any Beneficiary(ies)/Claimants) agree and affirm that consistent with the Public Statements & Non-disparagement provisions herein, you shall not, directly or indirectly, make any public statements or announcements regarding any pending, active, or resolved dispute, the Negotiation, Mediation, and Arbitration provision outlined above, or the ultimate findings or determinations in connection therewith. Failure to comply with these conditions shall be a material breach of these Terms of Use, and the party who failed to so comply shall waive any and all other rights said party may have otherwise had hereunder.
The preceding is consistent with the purposes of this Platform and any associated trust and is an acceptable and reasonable condition of EPG's requirements.
No Jury Trial
You and the Parties in Interest understand that, absent the alternative dispute resolution provisions of these Terms of Use, you and the Parties in Interest would have the right to sue in court and have a jury trial. You further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
Class Action Waiver
You and the Parties in Interest further agree that any dispute resolution shall be conducted in the party's respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that the alternative dispute resolution process can proceed on a class basis, then the alternative dispute resolution process set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to the alternative dispute resolution provision.
Materiality of Provisions
BY ACCESSING OR USING THE PLATFORM, YOU AND ALL PARTIES IN INTEREST ACKNOWLEDGE AND AGREE THAT ALL PROVISIONS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE LIMITATION OF LIABILITY, INDEMNIFICATION, CHOICE OF LAW; JURISDICTION, AND NEGOTIATION, MEDIATION, AND ARBITRATION PROVISIONS (AND THOSE OTHER PROVISIONS AND AGREEMENTS INCORPORATED HEREIN BY REFERENCE), ARE MATERIAL TERMS AND THAT ABSENT SAID PROVISIONS EPG WOULD NOT AUTHORIZE ANY ACCESS TO, OR USE OF, THE PLATFORM OR ANY SERVICES ASSOCIATED THEREWITH. ADDITIONALLY, BY ACCESSING OR USING THE PLATFORM, YOU AND ALL PARTIES IN INTEREST HEREBY ACKNOWLEDGE AND AGREE THAT ALL PROVISIONS HEREIN ARE COMMERCIALLY REASONABLE, FULLY DISCLOSED, AND CONSISTENT WITH THE PURPOSES OF THIS AGREEMENT. ACCORDINGLY, AND PURSUANT TO THE FOREGOING, BY ACCESSING OR USING THE PLATFORM, YOU AND ALL PARTIES IN INTEREST WAIVE ANY AND ALL OBJECTIONS TO THE PRECEDING AND AGREE TO BE BARRED FROM ANY AND ALL ACTIONS DISPUTING THE APPLICABILITY, ENFORCABILITY, OR EFFECT OF THE PROVISIONS OF THIS AGREEMENT.
Scrivener's Errors
EPG shall have the power to make amendments to correct ambiguities or Scrivener's Errors sua sponte to these Terms of Use and any website content. Scrivener's Errors are errors due to a minor mistake or inadvertence.
Intellectual Property (Including Trade Secrets)
The Platform contains trade secrets and intellectual property of EPG collectively defined as “Intellectual Property.” “Intellectual Property” is further defined as Intellectual Property owned, commissioned, developed, or created by EPG. Certain Intellectual Property may exist in a combination of characteristics and components, each of which, by itself, is in the public domain, but the unified process and operation of which, in a unique combination, affords a competitive advantage and is a protectable secret.
The term “Intellectual Property” includes, but is not limited to (collectively and separately): (a) Marks; (b) user interfaces functions and design; (c) process design; (d) lists; (e) pricing information; (f) business strategy; (g) financial information; (h) marketing and advertising strategies; (i) sales techniques; (j) methods of conducting business; (k) technology platforms; (l) software; (m) web sites, publications, databases, and other content; (n) business processes material to the operation of the business; (o) symbols; (p) artwork; (q) copyrights; (r) franchise systems; (s) object code; (t) trading platforms; (u) trust document design and component elements; (v) patents and patent applications (including any abandoned applications); (w) pending trademark and service mark applications; (x) domain names and domain name registrations; (y) all products and services currently produced, marketed, licensed, sold or distributed by EPG; (z) all products and services currently under development that EPG intends to make commercially available within 24 months from your last use the Platform; (aa) inventions, whether or not patentable, whether or not reduced to practice, or whether or not yet made the subject of a pending patent application or applications; (bb) ideas and conceptions of potentially patentable subject matter, including, without limitation, any patent disclosures, whether or not reduced to practice and whether or not yet made the subject of a pending Patent application or applications; (cc) trade secrets and confidential, technical, or business information (including ideas, formulas, compositions, designs, inventions, and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice); and (dd) technology (including know-how), manufacturing and production processes and techniques, methodologies, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information.
You agree to not, directly or indirectly:
All rights, title, interest in, and ownership of the Intellectual Property shall remain the sole property of EPG. Nothing in these Terms of Use conveys any right or license to use Intellectual Property other than as expressly provided herein for the stated purpose of evaluating EPG and its product(s) for your personal use.
Foreground Intellectual Property means all intellectual property worldwide, including but not limited to, patents, unpatented inventions, copyrights, trademarks, mask works, trade secrets, standard operating procedures (SOPs), know-how, and all other forms of intellectual property conceived or first reduced to practice, or to a tangible medium of expression, or conceived or made during the performance of EPG under this Agreement and all Foreground Intellectual Property embodied in deliverables under this Agreement. Nothing herein shall constitute or infer a transfer of Foreground Intellectual Property to any other party.
You acknowledge and agree that you will not, directly or indirectly, use any Intellectual Property in any way detrimental to the EPG. You agree to keep all Intellectual Property in confidence and, except as expressly provided in these Terms of Use, will not disclose, or cause to be disclosed, Intellectual Property to anyone without EPG’s prior written consent. You agree that you will not use, or permit others to use, Intellectual Property for any purpose other than to evaluate the possible use of EPG and its products for personal use. You will use all necessary efforts and safeguards to ensure that there is no disclosure, dissemination, or unauthorized use of Intellectual Property.
Use of Copyrights and Trademarks
The content of the Platform, in all of its parts, including but not limited to the text and images and their arrangement, are the copyright ©, of EPG. All rights reserved.
Except as otherwise provided herein, you may not copy, upload, publish, transmit, distribute, archive, transcribe, create derivative works from the Platform, display the Platform content, use the Platform’s content, link, or redirect to the Platform without the prior written consent of EPG.
Copies made incidentally in the ordinary course of your use of the Platform (such as in cache memory), and a reasonable number of printed copies for your own internal use are permitted, provided you do not delete or change any copyright, trademark or other notices or display to the public.
Title to all Intellectual Property rights in the Platform and material thereon remain EPG’s and its Affiliates or licensors. If EPG is made aware of any unauthorized use of its material, it may demand you immediately remove or destroy the same from all sources. Any failure to immediately remove or destroy such material is a breach of these Terms of Use, and you hereby explicitly agree to indemnify and hold harmless EPG from any damages arising therefrom, and explicitly agree to pay for all costs associated with any legal action taken in furtherance of your removing or destroying said material, including reasonable attorney’s fees, costs, and damages.
Before any use of the Marks, you must make a written request to us for permission to use the Marks, and we may grant or withhold permission to use the Marks at our sole discretion. No use is allowed unless you have express prior written permission. If permission to use the Mark is granted, your use of the Mark must always be fully and clearly reproduced, and you may not incorporate any of our Marks into the other published work unless you have express prior written permission.
The first time that you use the Mark in any medium, you must conspicuously indicate that:
“The mark is a trademark of EPG and is being used with the permission of Eastern Point Global, LLC.”
If you use any of the other Marks in any medium, you must also conspicuously indicate that such Marks are:
“The mark is a trademark of EPG and is being used with the permission of Eastern Point Global, LLC.”
You must use the Marks in their entirety unless you have express prior written permission. A trademark symbol ® or ™, as applicable, should follow all prominent uses of the Marks. Certain types of expressions, postings, projects, products, and packaging may require additional or different notices. Contact us for more information and to discuss your intended use.
Entire Agreement
These Terms of Use, our Privacy Policy, and any separate agreement entered into between you and EPG constitute the entire agreement between you and EPG with respect to the Platform and constitute and supersede all prior agreements, representations, and understandings, written or oral; EXCEPT for any related trust agreement(s) that may exist. Any agreements entered into between you and EPG subsequent to this agreement may be incorporated into said trust agreement at that time.
Public Statements & Non-disparagement
Without the prior written release of EPG, you shall not, directly or indirectly, issue any press release, or make public statements or announcements related to the Platform, EPG, its Third Parties, or any EPG product, written or oral, without the prior written consent of EPG, except as sworn testimony when required by law as part of a civil or criminal legal proceeding or a court order. However, voluntary false allegations made against EPG in any public pleading shall be deemed disparaging and a violation of these terms.
You agree you will not make, or induce or cause another party to make, any statement or communication, public or private, that (i) is intended to, or reasonably could be expected to, defame, disparage, or harm the reputation of EPG, its Third Parties, or the Platform; (ii) is false; (iii) that would reasonably be expected to lead to unwanted or unfavorable publicity or public perception.
Specifically, you agree that you will not defame or disparage EPG, its Third Parties, or the Platform. You further agree not to relay, communicate, or repeat defamatory or disparaging comments from others or cause such statements to be made by a third party or through an anonymous persona. Defamation and disparagement include, but is not limited to: public writings, remarks, comments or statements (with or without malice or intent); which are false in nature, fact, or substance; and which impugn the character, honesty, integrity, morality or business acumen or abilities in connection with any aspect of the operation of the business of the covered individual or entity and includes, but is not limited to, the torts of defamation, product disparagement, insulting words, injurious falsehood and/or trade libel. Any violation of this section shall require you to remove any such defaming or disparaging statements immediately. In recognition of the willful and reckless nature of, and intent to harm associate with, defaming and disparaging statements, you agree that you shall be liable for any loss of revenue associated directly or indirectly with said statements in addition to stipulated damages of one million dollars ($1,000,000) per instance of the defaming or disparaging statements being made and/or published, and you acknowledge and agree that said liability shall begin from the moment the statement is made or otherwise published, whether verbally or in writing. All damages associated with said defaming and disparaging statements shall additionally include EPG's and its Third Parties' attorneys' fees and internal and external costs.
By your use and access, you acknowledge and agree that any effort or coordination of action by more than one person to cause, conspire, or coordinate to make or cause to be made defamatory or disparaging statements against EPG, its Third Parties, or the Platform, is stipulated as an injury of reputation, trade, business, or profession by reason of conspiracy, and EPG is entitled to recover, pursuant to the applicable statutory authority, three fold (3X) the damages sustained plus the associated stipulated damages, plus the costs of the suit, including attorneys' fees. Without limiting the generality of the term, "damages" shall include loss of profits and all future expectancy of lost profits or business opportunity.
Limitation on Actions
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE PLATFORM OR THE ACTIVITY OF THE UNDERLYING TRUST MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES OR WAS OTHERWISE MADE AVAILABLE, REPORTED OR KNOWABLE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
The Grantor(s), Beneficiary(ies), Claimant(s), and their Parties in Interest acknowledge and agree that the information regarding the activity of the trust is readily available herein and accessible and available at any time upon request. The Grantor(s), Beneficiary(ies), Claimant(s), and their Parties in Interest have a duty to monitor the activity of the trust and acknowledge and agree that any resulting damages stemming from the failure to monitor the trust is not EPG's liability, and the Grantor(s), Beneficiary(ies), Claimant(s) and their Parties in Interest waive all claims against EPG and its Third Parties in such circumstances.
Further, to the fullest extent permitted by applicable law, you and all Parties in Interest acknowledge that in the event of any breach of these Terms of Use by you or any associated Parties in Interest, you and such Parties in Interest are thereupon barred from bringing forth any past or present claim(s) or causes of action against EPG and its Third Parties.
No Interpretation Against Drafter
You recognize that this Terms of Use is a legally binding contract and acknowledge that you had the opportunity to review its contents and consult with legal counsel of choice before creating a user account and using the Platform. You acknowledge and agree that in any construction of the terms of this Terms of Use, the same shall not be construed against any party on the basis of that party being the drafter of such terms. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in these Terms of Use against the drafting party has no application and is expressly waived.
Survivability and Enforceability
Any clause, provision, or section of these Terms of Use, or any amendment hereto, shall be void if it violates applicable law. If a court of competent jurisdiction as provided for herein rules that any clause, provision, or section of these Terms of Use or any amendment hereto is illegal or invalid, then such clause, provision, section, power, or obligation shall be deemed to be written only to the extent permitted by law. The provisions of these Terms of Use shall survive any termination of your use of the Platform, related services, trusts, escrow account(s), or information we supply.
Severability
If any provision in these Terms of Use is determined to be wholly or partially invalid, illegal or unenforceable, such provision shall be enforced to the extent it is legal and valid, and the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
No Waiver; Cumulative Remedies
Our failure or delay in exercising any of Our rights, remedies, powers, or privileges hereunder shall not be construed as a waiver of Our rights, remedies, powers, or privileges hereunder except if so established by an executed written instrument approved by the Board of Directors. Further, any failure or delay in exercising any of Our rights, remedies, powers, or privileges hereunder shall not be deemed as Our (i) acquiescence to any default or event of default or (ii) breach of any of the terms herein. Likewise, no past or future failure to exercise, nor any delay in exercising, on Our part of any right, remedy, power, or privilege hereunder or under the other applicable documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers, and privileges herein are cumulative, may be exercised singularly or concurrently, and are not exclusive of any rights, remedies, and privileges provided by law or by this Agreement or other agreement. For clarity, a properly executed waiver or partial waiver by Us pursuant to the terms of this Section of any right or remedy hereunder shall not be construed as a bar or waiver to any right or remedy We would otherwise have on any future occasion. Moreover, in all circumstances, we shall retain the unfettered right to enforce such rights at any time and take any and all action(s) as might be lawful or authorized hereunder, either in law or equity, including barring the actions of others based on a claim or theory of waiver, breach, or default. Finally, We reserve the right to rescind Our waiver and pursue enforcement of the previously-waived rights, remedies, powers, or privileges hereunder.
Assignment
You may not assign these Terms of Use (by operation of law or otherwise) without the prior written consent of EPG, and any prohibited assignment will be null and void. EPG may assign these Terms of Use or any rights hereunder without your consent.
Your Comments, Concerns, and Communications with EPG
All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: support@easternpointservices.com.
We, or our authorized agents and third parties, may monitor, track, log, and record all uses of the website or portions of your telephone calls, emails, text messages, chats, or other communications for quality control, customer service, training, security, legal, compliance, and other lawful purposes. You hereby consent to such monitoring, logging, tacking, and recording. Said consent is ongoing and need not be confirmed prior to, or during, such monitoring, logging, tracking, or recording, except to the extent applicable law expressly requires otherwise. We may also archive your access and use of the websites and communications for regulatory and other purposes.
Eastern Point Global, LLC (EPG) operates exclusively outside of the United States (U.S.) and its services are not offered in the U.S. and no U.S. citizen, resident, or entity is eligible to utilize said services nor is any citizen, resident, or entity of St. Kitts or Nevis eligible to utilize said services.
EPG offers a variety of escrow, ministerial services, trust administration, and fiduciary services as they apply to the operation of a Nevis International Exempt Trust. EPG only offers fiduciary services in jurisdictions where EPG is authorized to provide such services and then pursuant solely to the terms of the associated governing documents. EPG may act in a ministerial non-fiduciary capacity as an escrow agent when applicable. Fees charged are exclusively for ministerial services, fiduciary services, or system licensing fees to access the technology-based systems. The content herein is provided as, and limited to, information and descriptions of the features and benefits of EPG’s services, products, and requirements when applicable. This document is for informational purposes only and is not an offer to sell, a solicitation, or an offer to buy any security. Nor is the content herein an offer to provide legal, fiduciary, or trust services. The information herein is not intended to be legal or investment advisory advice and should not be constructed as legal or investment advisory advice. EPG and its affiliated parties are not law firms, are not a lawyer referral service, and do not act as your attorney or investment advisor. EPG is not a substitute for the advice of an attorney or an investment advisor; as such, EPG does not provide any advice, explanation, opinion, or recommendation about possible legal rights, express any legal guidance on the matters contained herein, nor provide investment advice or management. As appropriate, seek the advice of an attorney if you have questions concerning legal questions, remedies, defenses, or options, or seek the advice of a licensed investment advisor related to trust holding(s) or investments. EPG and its affiliated companies are not broker-dealers and only forward your instructions to executing custodians/broker-dealers. No U.S. or St. Kitts/Nevis custodied assets are allowable. The information provided herein is not a contract or any representation or offer you should rely on. The terms of the applicable agreement shall supersede and have precedent over any information provided herein.