Last Updated: 2026-01-07
Vinyl Equity is a next generation transfer agent building critical, modern infrastructure and services for publicly traded companies in share registry, plan management, proxy voting, corporate actions, shareholder communication, and compliance. Viny Equity serves all the participants in the domain including shareholders, transfer agent service providers, issuers, brokers, share plan administrators and their affiliates.
Please read these Terms and Conditions of Services (the “Terms”), our Privacy Policy & Data Protection Policy , and our Cookie Policy carefully because they govern your use of the website located at https://app.vinylequity.com (the “Site”) and use of our Services (defined below). By accessing our Site and/or using our Services, you agree to be bound by these Terms. Our services including share registry, plan management, proxy voting, corporate action, shareholder communication, and compliance platform (together the “Management Services”) and shareholder registration, transfer agent service, online securities transactions and Vinyl Signature Guarantee or VSG (defined below) (together the “Transactional Services”). The Site, Management Services, Transactional Services and other related services are collectively referred to as the “Services.” Corporate entities, and the individuals, employees and affiliates of these entities that utilize our Services will be referred to as “User(s).”
These Terms are specific to Vinyl Equity’s Services Users and are automatically displayed during first time registration (or login), as well as any time these Terms are amended or updated.
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND VINYL EQUITY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 (“DISPUTE RESOLUTION”) BELOW FOR DETAILS REGARDING ARBITRATION.
We may update the Terms from time to time at our sole discretion. If we do, we will let you know by posting the updated Terms on the Site and/or may also send other communications. It is important that you review the Terms whenever we update them or before you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you should stop using the Services. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time in our sole discretion and without advance notice. You may review the most up-to-date Terms at any time by selecting this Terms link.
By registering for the Site and accessing the Services, you agree that Vinyl Equity may send you general communications to the Email ID and phone number you provide when you register, including communications relating to Vinyl Equity products and services, enhancements or changes to Vinyl Equity products and services, newsletters, and educational information. You also agree that we may send you information and notices regarding your account(s), other than the account related communications set forth in Section 13 of these Terms for which you must provide specific consent and which are governed by Section 13. You may be able to opt out of receiving certain general communications from Vinyl Equity, by updating the preferences on your profile. In the event an email of general communications is returned as undeliverable, Vinyl Equity, in its sole discretion, may elect to discontinue sending such communications or may send by regular mail.
1. General Conditions
1.1. Once you register for the Site and access the Service(s), you are solely responsible for the use of your Email ID and other authenticating information. If you allow others to use your Email ID and authenticating information to access the Site and Services, you are responsible for ensuring that all usage complies fully with these Terms.
1.2. Please note that when you log in to Vinyl Equity using a particular Email ID, you will have access to all accounts maintained by Vinyl Equity that are associated with that Email ID, including accounts registered to you individually, jointly, or in various other capacities.
1.3. The Services are not intended for use by any person or entity in any jurisdiction or country where such use might be contrary to local law or regulation. Vinyl Equity makes no representation or warranty regarding compliance with local laws in jurisdictions outside the United States.
1.4. If your account is in a dividend reinvestment plan, direct stock purchase plan, or employee stock purchase plan (each a “Plan” or collectively “Plans”), these Terms serve as a supplement to the terms and conditions of the specific Plans. As a Plan participant, you have agreed that the services under the Plan are governed by the applicable Plan materials. Except as expressly adjusted by these Terms, the terms and conditions of the Plan materials remain in full force and effect, and together with these Terms, form the entire agreement between you and Vinyl Equity relating to the Plan. Vinyl Equity expressly disclaims any fiduciary status or responsibility with respect to the Plan, its participants, or beneficiaries under applicable law. Vinyl Equity shall not be deemed to exercise discretionary authority or control over the management of the Plan or its assets, nor shall Vinyl Equity be deemed to render investment advice for a fee or other compensation, direct or indirect, with respect to any monies or property of the Plan. All fiduciary obligations, duties, and responsibilities with respect to any Plan shall remain solely with the Plan sponsor, administrator, or other duly appointed fiduciaries as designated under the governing Plan documents and applicable law. Nothing contained herein shall be construed to impose upon Vinyl Equity any fiduciary duty or liability in connection with the Plan.
1.5. Vinyl Equity does not currently charge a fee for your registration and access to the Site but reserves the right to do so at any time pursuant to any amendment to these Terms. If you are using any part of the Services or participating in any other service provided by Vinyl Equity, fees applicable to that service shall apply.
2. Registering for the Service(s)
Registering for the Service is a multi-step process that involves validating your account information and your identity to ensure the highest level of security for your personal information.
2.1. We will ask you to provide certain personal information, including your e-mail address and phone number, for verification purposes during registration.
2.2. Before you can gain full access to all Services, we will ask you to verify your identity by submitting additional personal information, and government identification to a third-party identity verification service provider. Currently, our chosen identity verification solution provider is Persona. You should review Persona’s Terms of Service here. Vinyl Equity reserves the right to change our identity verification solution provider without notice and in our sole discretion.
3. Connecting to the Service
3.1. In order to access the Services, you are responsible for obtaining secure access to the Internet via an Internet Service Provider (ISP). You are also responsible for the costs of Internet access including network charges, fees, phone charges, and text message charges. You are responsible for maintaining your computer system and any other equipment you may need to access the Services. Vinyl Equity makes no warranties regarding the access, speed, timeliness or availability of the Internet or network services.
3.2. You are responsible for keeping your information updated and notify Vinyl Equity if there is any change to your personal information including Email ID and phone number. You should check your email address and phone number regularly for new communications from Vinyl Equity.
3.3. Vinyl Equity reserves the right to make any changes in its sole discretion, and without notice, to the qualifications to access the Service, or to the Service itself, that it considers necessary and desirable or in your interest or that of Vinyl Equity or its clients. Vinyl Equity shall not be responsible in the event that any change to the Service means that you are no longer able to access the Service.
3.4. If your Plan account has more than one User, you agree that any electronic communications or transactions made through the Services are made with authorization of the rightful account owner, and that those electronic communications or transactions will be binding on the rightful account owner. If conflicting instructions are received from other Users of the same account, Vinyl Equity may, in its sole discretion, do one of the following:
(a)choose which instructions to follow and which to disregard; or
(b)terminate the Plan account in accordance with the Plan terms and conditions.
4. Confidentiality and Security
4.1. You understand and agree that you are responsible for maintaining the authentication and confidentiality of the communication sent to your Email ID and phone number and agree not to provide them to any other person or entity. You specifically agree that if you share the authentication and confidential communication sent to your Email ID with others, you are solely responsible for any actions entered through the Service by the person(s) you share with, whether or not such access is authorized by you. If you allow any other person or entity to access the Service using your account, you will defend, indemnify, and hold Vinyl Equity harmless, against any and all liability, costs, or damages arising out of claims or suits by third parties based on, arising out of or relating to such access or use including any transactions made through the Services. You agree that Vinyl Equity is not responsible for any damages or losses resulting from any breach of security caused by your negligence, failure and/or the negligence or failure of other persons you share information with, who are not directly engaged by or on behalf of Vinyl Equity or its subsidiaries. You are not responsible for any breach of security caused by the direct failure of Vinyl Equity or its affiliates to make commercially reasonable efforts to maintain the confidentiality of your Email ID and phone number. You agree to notify Vinyl Equity immediately at security@vinylequity.com if you suspect that your email address and/or phone number have been lost or stolen, or that an unauthorized person or entity has obtained access to the Services using your Email ID and phone number.
4.2. The Service(s) is (are) provided using secure transport layer encryption. As long as you use the Service(s) you will have the benefit of this security. However, you should note that email communications are not necessarily secure; there is always a risk that email messages may be tampered with or intercepted. By registering for and using our Services, you acknowledge that these risks exist and that confidentiality cannot always be assured.
4.3. Except to the extent covered by the VSG (defined below) in Section 6, Vinyl Equity does not accept any responsibility for any interception, tampering, or loss of confidentiality which may take place either after an email or phone message has been sent by Vinyl Equity or prior to an email or phone message being received by Vinyl Equity. In addition, Vinyl Equity does not accept responsibility for any losses, claims, damages, or expenses that you or any third party may incur as a result of any such interception, tampering or loss of confidentiality.
4.4. Vinyl Equity will maintain the confidentiality of all non-public information that you provide in order to use the Services, consistent with the requirements of applicable law; provided, however, that Vinyl Equity may share your name, e-mail, and phone number with a third-party service provider in order to send you the communications as described in Section 13 (“Electronic Shareholder Communications”) of these Terms, for which you must provide specific consent and which are governed by Section 13, so long as such third party is legally bound to keep such information confidential.
4.5. Vinyl Equity cannot and does not guarantee that any content of the Site will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including antivirus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.
4.6. Vinyl Equity wants to make your online experience satisfying and safe. We safeguard the privacy and security of your personal information while providing a personalized service that meets your individual preferences and needs. Vinyl Equity’s Privacy & Data Protection Policy (“Privacy Policy”) tells you how we protect your privacy and the confidentiality of your information. You may review the most up-to-date Privacy Policy at any time by selecting the Privacy Policy web page link here.
5. No Guarantee as to Information
5.1. Vinyl Equity will take reasonable care to ensure that information regarding your shareholdings is accurate based on available information provided by your applicable service provider or third-party intermediary. However, you should note that certain information provided through the Service, such as the number of shares held, may be updated on an end-of-day basis or settlement date basis and not on a real-time basis. As a result, you should take into account any pending transactions when determining your share balance, such as share transfers, sales, or dividend reinvestment. Vinyl Equity does not guarantee the accuracy, completeness, sequence or timeliness of holder account information through our Services, and is not responsible for indirect, consequential, or special damages you may incur through reliance on the information or the accuracy, completeness, sequence or timeliness thereof, or for any delays or errors in the transmission or delivery of any part of the information or Services.
5.2. The Services and information provided do not constitute any form of legal, financial or investment advice or recommendation regarding investments or suitability for your particular circumstances. You should seek independent professional advice before making any transactions through our Services, which are your responsibility. Use of the Services is entirely voluntary and at your own risk.
6. Vinyl Signature Guarantee
6.1. Definitions.
The capitalized terms listed below shall, for the purposes of these Terms, have the meaning as defined in this Section 6.1:
“Eligible User” means the registered shareholders of Vinyl’s Issuer (defined below) clients, and such shareholder’s Legally Authorized Representatives.
“Guaranteed Fraud Losses” means, Losses (defined below) sustained by Eligible Users arising directly from fraudulent transfer of the Eligible Users’ security to the extent that they are the direct and proximate result of a failure of our Transaction Services and related Vinyl Signature Guarantee.
“Legally Authorized Representative” means, a person who has power under the law of agency to transfer securities on behalf of others. Legally Authorized Representatives may be, but are not limited to, the authorized signing officer(s) of a corporation, the general partner of a partnership or its current authorized signing officer(s), the manager of a limited liability company or its current authorized signing officer(s), the executor, administrator or personal representative of a deceased holder, the custodian of a minor holder, or the trustee(s) of a trust.
“Losses” means amounts, damages, liabilities, demands, judgments, charges, costs, interest, and expenses. For the avoidance of doubt, Losses do not include consequential loss.
6.2. Eligibility. Eligible Users who use our Transactional Services are eligible for the Vinyl Signature Guarantee (“Vinyl Signature Guarantee” or “VSG”).
6.3. Vinyl Signature Guarantee. The VSG is provided as part of our Transactional Services and guarantees the accuracy of our Transaction Services. This includes ensuring the proper performance of our software and the reliable verification of an individual’s identity, signature, and authority to execute securities transfers through our Transactional Services. The VSG conforms to Article 8 of the Uniform Commercial Code (“UCC”). Our Transaction Services, including the VSG guarantees that (i) Our Transaction Services and the VSG are compliant with Article 8 of the UCC, and (ii) Eligible Users o are protected against Guaranteed Fraud Losses resulting from the Eligible User’s use of our Transactional Services, subject to the Eligible User’s compliance at all times with these Terms.
6.4. Exclusions and Limitations. The VSG specifically excludes any Losses arising out of or relating to: (a) the Eligible User’s failure to comply with any Terms including the failure to meet any of the conditions in Section 6, including but not limited to those described in Sections 6.5 and 6.6; (b) the Eligible User’s abuse, misapplication, or any other kind of inappropriate use of the Site or any of our Services or any other conduct that is otherwise materially inconsistent with these Terms; (c) any deliberate criminal or fraudulent act, or any knowing and/or willful violation of any statute, rule or law, by the Eligible User; (d) any gain of profit, financial advantage or remuneration that an Eligible User is not legally entitled to receive; and (e) failures of the Site or Services arising out of or relating to the occurrence of a Force Majeure event described in Section 16 of this Agreement.
6.5. Conditions to Vinyl Signature Guarantee. In order to be eligible for the VSG as part of our Transaction Services, the Eligible User must meet all User conditions and all User requirements included in these Terms, including but not limited to: (a) the General Conditions in Section 1; (b) the Confidentiality and Security requirements in Section 4; (c) Cooperation requirements in Section 6.6; and the Discovery and Notice requirements in Section 14.
6.6. Cooperation. Upon discovery of, and subsequent to, any Guaranteed Fraud Losses, Eligible User must cooperate with Vinyl Equity including responding in a timely manner to any reasonable requests for additional information or documentation that Vinyl Equity, or any of its insurers, or its designees may require or request to verify and process an applicable payment or reimbursement request.
6.7. Acknowledgements and Agreements by the Eligible User. Eligible User, acknowledges and agrees that: (a) the VSG is not intended to constitute an offer to insure, does not constitute insurance or an insurance contract, and does not take the place of insurance obtained or obtainable by Eligible User; and (b) the benefits provided under the VSG in Section 6 are solely for the benefit of the Eligible User(s) and such benefits are not assignable or transferable by Eligible User, including without limitation any transfer or assignment by operation of law.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL SITE CONTENT AND OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, OR AVAILABILITY. VINYL EQUITY DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED OR COMPLETELY SECURE MANNER.
7. Limitation of Liability
7.1. EXCEPT FOR VSG, WHICH IS FURTHER SUBJECT TO 6.4, 6.5, AND 6.6, UNDER NO CIRCUMSTANCES WILL VINYL EQUITY, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“VINYL EQUITY PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES.
7.2. EXCEPT FOR TRANSACTION SERVICES THAT INCLUDE THE VSG, FOR ALL OTHER SERVICES, A VINYL EQUITY PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF: (A) THE AMOUNT YOU PAID VINYL EQUITY FOR YOUR USE OF THE SERVICES IN THE PRIOR TWELVE (12) MONTHS; AND (B) THE SUM OF ONE HUNDRED (100) US DOLLARS.
7.3. WITH RESPECT TO TRANSACTION SERVICES THAT INCLUDE THE VSG, SUBJECT TO THE CUSTOMER’S COMPLIANCE WITH THESE TERMS, AND FURTHER SUBJECT TO 6.4, 6.5, AND 6.6., IN NO EVENT WILL VINYL EQUITY’S TOTAL, AGGREGATE LIABILITY AS A DIRECT RESULT OF ANY GUARANTEED FRAUD LOSSES COVERED BY THE VSG EXCEED THE VALUE OF THE SECURITIES ON THE DATE THE TRANSFER REQUEST WAS RECEIVED OR $10 MILLION DOLLARS, WHICHEVER IS LESS.
7.4. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE VINYL EQUITY PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
7.5. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OR LIMITATION OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY VINYL EQUITY TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN SECTIONS 7.3 AND 7.4 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
8. Information Provided by Third Parties
Market-related and other financial information such as charts, research and news made available to you on this Site as a convenience by Vinyl Equity is provided via a direct link from agents and vendors with whom Vinyl Equity has licensing arrangements (“Third Parties”). Such information may be reported on a delayed, rather than a real-time basis. Vinyl Equity has no control over, is not responsible for, and does not endorse or approve Third Parties information. You understand and agree to defend, indemnify and hold Vinyl Equity and Third Parties harmless for any loss or damage arising from the following: your use of, inability to use, or reliance on such data or information, including any inaccuracy, error, delay, omission, non-performance, or interruption of any such data due either to any negligent act or omission of such Third Parties, or to any major force, including but not limited to flood, extraordinary weather condition, earthquake or other act of God, fire, war, terrorism, insurrection, riot, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction, or other cause beyond the reasonable control of Vinyl Equity or Third Parties.
9. Intellectual Property Rights
Vinyl Equity represents that its Site, the Service, its content, programming and software either belong to Vinyl Equity or are licensed for use by Vinyl Equity, and are protected by copyright, trademark, trade secret, patent and any other applicable intellectual property and other laws. You agree not to use, reproduce, copy, or modify any part of the Site or Service, the information or anything else related to the Site for any unlawful purpose. You also agree to comply with any reasonable request from Vinyl Equity or Third Parties to protect the property rights of the owner of that part of the Service, information, or Site.
10. Validity
In the event that any part of these Terms is not legally enforceable, the remaining Terms shall not be affected and shall remain valid and enforceable.
11. Changes to Terms
Vinyl Equity may change or amend these Terms at any time. In the event that we change these Terms, you will be deemed to accept the amended Terms upon your next Site visit or, to the extent applicable, be required to accept during your next login.
12. Governing Law and Jurisdiction
These Terms, and all matters arising out of the use of our Services, shall be governed, construed, and interpreted according to the laws of the State of Delaware, without reference to the choice of law doctrine of such state.
13. Electronic Shareholder Communications
13.1. Definitions
Company or Issuer means any company for whom Vinyl Equity provides transfer agent, corporate actions, or Plan services in which you hold securities. Electronic Consent means your consent to receive documents or communications electronically, or an email notification that online documents or communications are available from an Issuer or Vinyl Equity. This consent includes the collection by Vinyl Equity of email addresses, the forwarding of those email addresses to Issuers in which you hold securities, and the notification to you of new or additional Issuers, as may be appropriate.
13.2. General
When you access our Service(s), you will be asked to provide and validate an email address that will be used to send a dynamic login link. The same email address will be used to send shareholder communications. You agree that Vinyl Equity may forward notifications from Issuers to the email address that you have provided.
13.3. Electronic Communications
Electronic communications from Issuers will be sent to the email address that you provide to Vinyl Equity. Vinyl Equity and the Issuers will be deemed to have fulfilled their communication obligations for items you have consented to by transmitting the electronic communication to the email address that you provide to Vinyl Equity. This includes email notifications that materials are available with a link to such materials. You acknowledge that electronic delivery of these documents and communications is a substitute for physical delivery by U.S. mail.
13.4. Confidentiality and Security
By agreeing that Vinyl Equity and Issuers can communicate with you by email or phone, you acknowledge and agree that the risks set forth in Section 4 exist, and that confidentiality cannot always be assured.
13.5. No Guarantee as to Information/Information Provided by Third Parties
Vinyl Equity will use reasonable care in recording the email address and phone number you provide when registering for Service(s) and when distributing notices and website addresses or links to shareholder communications from Vinyl Equity or its clients to you at your email address. Vinyl Equity does not guarantee that the links provided in notices are complete, accurate or timely. Vinyl Equity makes no representation concerning or endorsing the content, and is not responsible for the accuracy, completeness or timeliness of the content on any website to which Vinyl Equity provides a link via the Service(s) or in connection with Electronic Consent services, in accordance with the provisions of Section 8, with the exception of content prepared solely by Vinyl Equity.
13.6. Privacy, Collection and Disclosure Statement
Vinyl Equity collects personal information through Service(s) and Electronic Consent. Such information may include your name, address, and email address. Vinyl Equity collects this information to:
(a)enable Vinyl Equity to contact you to provide information about the issuers of shares you hold who have become Issuers after you have provided your personal information to Vinyl Equity; and
(b)enable Vinyl Equity to contact you to provide you with certain marketing information.Enable Vinyl Equity to collect, maintain, use, and disclose personal information as allowed by law.
Vinyl Equity will not disclose such personal information except to its related entities for provision of technology services and other support, for the purpose of notifying you of new services offered, and to the issuers of securities which you may hold. If you do not provide the personal information requested, you will not be able to use Service(s). Your email address may be disclosed to issuers of securities you hold when requested by that issuer.
13.7. Electronic Delivery of Documents
13.7.1. When you register your email address with Vinyl Equity for provision of the Service(s), you give consent to receive electronic delivery of documents or communications. The types of documents may include: Annual meeting notices, proxy statements, proxy cards and annual reports, financial information, including interim financial statements or periodic reports, statements of account activity, tax forms generated in connection with your account, Issuer announcements such as press releases and marketing materials.
13.7.2. Vinyl Equity will let you know when documents are available by emailing you a notice that includes instructions for retrieving the documents electronically. In some cases, the Form of Proxy may not be available electronically, and Vinyl Equity will send you a paper Form of Proxy by U.S. mail, along with instructions for how to retrieve the Annual Report, Notice of Meeting and Proxy Statement electronically.
13.7.3. To access, download, print and/or save the documents, you will need a personal computer with a W3C-compliant web browser, access to the Internet, email, and a printer. You agree that it is your responsibility to access and review the documents. Under no circumstances will Vinyl Equity be liable for any damages of any kind that result from the use of, or inability to use, the Service(s). When you agree to receive documents electronically, you acknowledge that you may incur line or usage charges from your Internet Service Provider.
13.7.4. Documents will be available at the link or website address provided, or in archives until deleted in accordance with applicable regulations.
13.7.5. Your consent to receive documents electronically, including through enrollment in Service(s), will remain in effect until you have revoked such consent. To unsubscribe or revoke your consent for electronic delivery, or to make changes to some or all of your delivery preferences, you may update your communication preferences.
13.7.6. You may at any time request to have a paper copy of these documents provided to you at no cost by contacting Vinyl Equity by email at paper@vinylequity.com, or by mail at Vinyl Equity. If the Issuer cannot make electronic delivery available to you, paper copies will be provided to you.
13.7.7. By enrolling in Service(s), or by consenting to receive documents sent to your email, you are confirming that you have access to email and agree to notify us if you no longer have access by visiting https://www.vinylequity.com/contact. Otherwise, you can change your email address by updating your communication preferences.
14. Discovery and Notice. If Vinyl Equity discovers any event which causes or gives rise to any Guaranteed Fraud Losses, Vinyl Equity will automatically provide coverage under the VSG up to the liability cap in Section 7, provided that the Eligible User meets all the terms and conditions within these Terms including Sections 1, 4 and 6. If Eligible User discovers any event or fraud losses which causes or gives rise to any Guaranteed Fraud Losses, Eligible User must notify Vinyl Equity within 72 hours of discovery of such event to be eligible for the VSG reimbursement. Eligible User must file a reimbursement or payment request with Vinyl Equity within thirty (10) days of sustaining any Guaranteed Fraud Losses.You can submit your reimbursement request to inquiries@vinylequity.com and provide as much information as you can and your reimbursement request must be accompanied by a written statement that you have complied with all the requirements and conditions of these Terms. We reserve the right to seek additional information to evaluate your reimbursement request. We will determine to what extent your reimbursement is covered under the Vinyl Signature Guarantee. If you have any questions regarding VSG or your reimbursement request, you may contact us at inquiries@vinylequity.com.
15. Dispute Resolution
15.1. Mandatory Arbitration of Disputes
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Vinyl Equity agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Vinyl Equity are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
15.2. Exceptions
As limited exceptions to Section 15.1 above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
15.3. Conducting Arbitration and Arbitration Rules
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
15.4. Arbitration Costs
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and will not seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
15.5. Injunctive and Declaratory Relief
Except as provided in Section 15.2 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
15.6. Class Action Waiver
YOU AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
15.7. Severability
With the exception of any of the provisions in Section 15.6 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
16. Force Majeure
Vinyl Equity will not be liable or responsible to the Users for any failure or delay in performance of its obligations or providing the Services under these Terms to the extent caused by or resulting from acts or occurrences beyond its reasonable control, including acts of God, flood, fire, earthquake, governmental actions, embargo, war, terrorist threats or acts, riot, civil unrest, or pandemic.
17. Agreement
You understand and agree that by clicking on “I agree” or a similar entry field your agreement or consent will be legally binding and enforceable as the legal equivalent of a handwritten signature.
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