The electronic signature clause allows parties to execute contracts using digital signatures instead of handwritten ones, facilitating faster and more convenient transactions. It ensures that electronic signatures hold the same legal validity and enforceability as traditional signatures, subject to applicable laws and regulations.
XVII. Electronic Signatures and Electronic Delivery of Documents If the Dealer has adopted or adopts a process by which persons may authorize certain account-related transactions and/or requests, in whole or in part, by “Electronic Signature” (as such term is defined by the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., the Uniform Electronic Transactions Act, as promulgated by the Uniform Conference of Commissioners on Uniform State Law in July 1999 and as adopted by the relevant jurisdiction(s) where the Dealer is licensed, and applicable rules, regulations and/or guidance relating to the use of electronic signatures issued by the Commission, FINRA and the North American Securities Administrators Association (“NASAA”), including the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures, adopted on May 8, 2017, as amended from time to time (the “NASAA E-Signature and E-Delivery Guidelines” and collectively, “Electronic Signature Law”), to the extent the Company allows the use of Electronic Signature, in whole or in part, the Dealer represents that: (i) each Electronic Signature will be genuine; (ii) each Electronic Signature will represent the signature of the person required to sign the Subscription Agreement or other document to which such Electronic Signature is affixed; and (iii) the Dealer shall comply with the terms outlined in the Electronic Signature Use Rules of Engagement attached as Exhibit A hereto.
ELECTRONIC SIGNATURE USE RULES OF ENGAGEMENT In consideration of the Company allowing the Dealer and the Dealer’s clients to authorize certain account-related transactions and/or requests, in whole or in part, by Electronic Signature (as such term is defined in the Agreement), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Dealer does hereby, for itself and its successors and permitted assigns, covenant and agree that: 1. The Dealer has selected an appropriate electronic signature technology that: (a) adheres to applicable Electronic Signature Law; (b) provides a visible indication that an Electronic Signature was affixed to the relevant document and displays the date on which such Electronic Signature was affixed thereto; (c) employs an authentication process to establish signer’s identity and authority to sign (the “Authentication Process”); (d) prevents the Electronic Signature from repudiation; (e) protects the signed record from undetected and unauthorized alteration after signing; (f) requires the signer to scroll to the bottom of each page of any document to be signed before advancing to the next page; (g) requires the signer to separately sign or initial each representation made in the subscription agreement; and (h) utilizes a password protected interface to provide client access to documents to be signed electronically or which have previously been signed electronically. The Authentication Process shall comply with the Customer Identification Program requirements of the USA PATRIOT Act.
2. (a) The Dealer shall advise clients that participation in the Electronic Signature program is optional and that participation in the Electronic Signature program is not a condition for participation in any investment; (b) investors must expressly opt—in to the Electronic Signature program to participate; (c) any investor that fails to make an election for participation in the Electronic Signature program will execute paper subscription documents; (d) investors may terminate their participation in the Electronic Signature program at any time; (e) investors that elect to participate in the Electronic Signature program will have the ability to elect to receive the Prospectus and other materials electronically or in paper form; (f) the same investment opportunities will be available to the investor, regardless of whether the investor participates in the Electronic Signature program; (g) the use of Electronic Signatures will not affect the Dealer’s obligation to make the suitability determinations that are required under this Agreement and the Dealer Manager Agreement; and (h) the Dealer maintains and shall comply with written policies and procedures covering its use of Electronic Signatures.
3. The Dealer or its designee shall maintain a copy (the “Record”) of each Electronic Signature used to execute a transaction and/or request for the life of the account and for the time period required by applicable Electronic Signature Law , the NASAA REIT Guidelines, and state and federal laws, rules and regulations after the account is closed. The Dealer shall provide such Record to the Company and/or the Dealer Manager upon reasonable request. Supporting documentation for the use of any Electronic Signature shall be maintained by the Dealer and available to the Company and/or the Dealer Manager upon request. The Dealer shall maintain all Records in accordance with applicable recordkeeping obligations under state and federal securities laws, rules and regulations and all applicable rules, regulations and guidance issued by FINRA and NASAA.
4. Electronic Signature may only be used to the extent permitted by the Company.
7. The Dealer acknowledges that, to the extent the Dealer is deemed to be acting as an agent of the Company due to the Dealer’s activities in connection with Section XVII of the Agreement and this Exhibit A, the Dealer is acting as an agent of the Company only with respect to the delivery of the Prospectus and Supplemental Information electronically, the administration of the subscription process and the obtainment of electronic signatures, and only to the extent the Dealer’s actions are in compliance with these Electronic Signature Use Rules of Engagement and this Agreement.
If Electronic Signature credentials may be used multiple times, the Dealer shall use a procedure to identify and de-activate expired, withdrawn or compromised signer credentials. The Dealer shall establish procedures for removing Electronic Signature credentials when an investor no longer wishes to participate in the use of Electronic Signature.
““Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.”
2.4 The Agreement is hereby amended by adding the following as Section 5.10 and Section 5.11: “Section 5.10. Electronic Execution; Electronic Records; Counterparts. This Collateral Agency Agreement, any Basic Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the parties hereto agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Deal Agent and each of the Warehouse Facility Secured Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Deal Agent is not under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Deal Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Deal Agent has agreed to accept such Electronic Signature, the Deal Agent and each of the Warehouse Facility Secured Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any party hereto without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Deal Agent or any Warehouse Facility Secured Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart.
. This Amendment may, if agreed by the Deal Agent, be in the form of an Electronic Record and be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record.
Notwithstanding anything contained herein to the contrary, the Deal Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Deal Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Deal Agent has agreed to accept such Electronic Signature, the Deal Agent and the Closed-End Administrative Agent shall be entitled to rely on any such Electronic Signature without further verification and (b) upon the request of the Deal Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
(i) This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. Documents executed, scanned and transmitted electronically, and electronic signatures, shall be deemed original signatures for purposes of this Amendment and any related documents and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Amendment and any related document may be accepted, executed or agreed to through use of an electronic signature in accordance with applicable eCommerce Laws. Any document accepted, executed or agreed to in conformity with such eCommerce Laws, by one or both parties, will be binding on both parties the same as if it were physically executed. Each party consents to the commercially reasonable use of third party electronic signature capture service providers and record storage providers.
(ii) If any party executes this Amendment or any other related document via electronic signature, (i) such party’s creation and maintenance of such party’s electronic signature to this Amendment or related document and such party’s storage of its copy of the fully executed Amendment or related document will be in compliance with applicable eCommerce Laws to ensure admissibility of such electronic signature and related electronic records in a legal proceeding, (ii) such party has controls in place to ensure compliance with applicable eCommerce Laws, including, without limitation, §201 of ESIGN and §16 of UETA, regarding such party’s electronic signature to the Amendment or related document and the records, including electronic records, retained by such party will be stored to prevent unauthorized access to or unauthorized alteration of the electronic signature and associated records, and (iii) such party has controls and systems in place to provide necessary information, including, but not limited to, such party’s business practices and methods, for record keeping and audit trails, including audit trails regarding such party’s electronic signature to this Amendment or related documents and associated records.
(iii) If any party executes this Amendment or any other related document via electronic signature, such party will produce, upon request by any other party, such affidavits, certifications, records and information regarding the creation or maintenance of such party’s electronic signature to this Amendment or any related document to ensure admissibility of such electronic signature and related electronic records in a legal proceeding.
Broker Dealer has adopted a process by which clients may authorize certain account-related transactions or requests, in whole or in part (“Transactions”), evidenced by an electronic signature, as that term is defined by the federal Electronic Signature in Global and National Commerce Act, 15 U.S.C. 7001 et seq., the Uniform Electronic Transactions Act as promulgated by the Uniform Conference of Commissioners on Uniform State Law in July 1999 and adopted by California and applicable rules, regulations or guidance relating to use of electronic signatures issued by the U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority (“Electronic Signature”). Broker Dealer intends to use electronic signatures on applications and other documents materials sent to CUNA Mutual in connection with transactions covered by the Selling and Services Agreement.
As consideration for CUNA Mutual agreeing to accept electronic signatures Broker Dealer represents: ● That it shall incorporate a commercially accepted user authentication process to verify the identity of the individual(s) completing the Electronic Signature ceremony. ● That it shall comply with all state and federal laws and regulations related to the use of Electronic Signatures as they apply to the Transactions. ● That it is solely responsible for the maintenance of all information, images, documents and metadata related to any documents which are electronically signed. ● That it shall transmit documents to CUNA Mutual via Web Services API or Document Upload with Digital Certification intact to evidence that documents remain unaltered from the time of electronic signature. ● That it will limit acceptance of electronically signed client instructions to requests which include an unbroken Digital Certificate. ● That it will provide a copy of each Electronic Signature with the applicable application or instruction and to provide further evidence supporting any Electronic Signature upon reasonable request. ● That it understands CUNA Mutual reserves the right, in its sole discretion, to refuse to accept certain documentation for electronic signature.
“E-Sign” means the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq.
The parties agree that this Agreement, any addendum or amendment hereto or any other document necessary for the consummation of the transactions contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers with appropriate document access tracking, electronic signature tracking and document retention as may be approved by the Administrative Agent in its sole discretion.
By: /s/ Pamela Marsh using an electronic signature Name: Pamela Marsh Title: Senior Managing Director and Treasurer
For purposes of this Agreement, the term “Electronic Signature” is defined by the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, as adopted by the relevant jurisdiction(s) where Adviser is licensed, and applicable rules, regulations and/or guidance issued by the SEC (collectively, the “Electronic Signature Law”). With respect to each client that uses an Electronic Signature, Financial Representative represents that (i) each Electronic Signature will be genuine; (ii) each Electronic Signature will represent the signature of the person required to sign the Order Form or other document to which such Electronic Signature is affixed; (iii) the use of an Electronic Signature will be at the client’s option and it may be terminated by the client at any time; (iv) an investment in Guggenheim Credit Income Fund will not be conditioned on the use of an Electronic Signature; (v) the Financial Representative’s policies and procedures that cover the use of Electronic Signatures are designed to achieve compliance with the Electronic Signature Law; and (vi) the Financial Representative shall comply with its Electronic Signature policies and procedures and with the terms of use established by DocuSign for its electronic signature platform.
An electronic signature, often referred to as an e-signature, is a digital form of a traditional handwritten signature. It serves as a legal way to get consent or approval on electronic documents or forms. Electronic signatures are commonly used to replace physical signatures when transacting online for efficiency and convenience.
You should use an electronic signature in situations where the document can legally be signed electronically and you need a fast and efficient way to process agreements. Some common scenarios include:
Writing an electronic signature can vary based on the platform or software you are using. Here’s a general guide:
Many types of contracts and agreements can be signed electronically, especially when speed and efficiency are necessary. Common examples include:
It’s important to ensure that e-signatures are legally recognized in your jurisdiction for the specific type of document or contract being signed.
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