Notarize Terms of Use, E-SIGN Disclosure, And Acknowledgement of Virginia Jurisdiction For All Notarial Acts

Notarize, Inc. and its subsidiaries, including Notarize, LLC (collectively, "Notarize"), have created this website at notarize.com (the “Website” or the “Site”) and a mobile software application (collectively, the “Platform”) through which users can obtain electronic notarization services.

To assist you in using the Platform, we have created (i) these Terms of Use and E-SIGN Disclosure (the "Terms"), and (ii) a Privacy Policy. Our Terms and Privacy Policy apply to anyone accessing our Platform (collectively, "you"), including (a) casual visitors to our Website who do not sign up for an account on the Platform ("Site Visitors"), (b) users who have registered to use our Platform for purposes of obtaining a notarized signature, taking an affirmation or oath before a notary, or receiving other notarial services ("Registered Signatory Users"); (c) businesses that wish to offer our electronic notarization services to their customers (“Business Subscribers”); and (d) businesses, government agencies, financial institutions, or any other individuals or entities to which a Registered Signatory User or Business Subscriber plans to transmit notarized records, or which, in addition, are further given the authority by a Registered Signatory User or Business Subscriber (insofar as allowable by law) to access the Platform to view certain transaction information and/or Notarization Videos related to a notarized record (each a “Notarized Record Recipient”). The terms "Notarize," "we," "us" and “our” refer to Notarize, Inc. and its subsidiaries.

For our users’ convenience, we have divided our Terms into two sets: (i) a set that governs use by Site Visitors, Registered Signatory Users, and Notarized Record Recipients; and (ii) a set that governs use by Business Subscribers, all as set out below.

Notarize Terms of Use, E-SIGN Disclosure, And Acknowledgement of Virginia Jurisdiction For All Notarial Acts:Registered Signatory Users, Notarized Record Recipients, and Site Visitors

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE PLATFORM OR PARTICIPATE IN OUR SERVICES. BY ACCESSING OR REGISTERING TO USE THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE DO NOT ACCESS OUR PLATFORM OR REGISTER TO PARTICIPATE IN OUR SERVICES. THESE TERMS ARE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT THE NOTARIAL ACTS FACILITATED BY THE PLATFORM ARE PROVIDED BY COMMISSIONED VIRGINIA NOTARIES IN THE COMMONWEALTH OF VIRGINIA UNDER VIRGINIA LAW, REGARDLESS OF YOUR PHYSICAL LOCATION WHEN ACCESSING THESE SERVICES, AND YOU CONSENT TO THE APPLICATION OF VIRGINIA LAW TO THESE TRANSACTIONS AND TO PERSONAL JURISDICTION IN THE COMMONWEALTH OF VIRGINIA FOR ANY DISPUTE ARISING UNDER THESE TERMS, AS SET FORTH MORE FULLY IN SECTIONS 25 (Choice of Law; Notarial Commissions and Powers; Place of Notarial Act) and 26 (Exclusive Jurisdiction for Resolution of Disputes).

1. Your Agreement. These Terms govern: (i) your use of the Platform; (ii) Registered Signatory Users' receipt of, and participation in, Notarize's services offered through the Platform, including those set out in Section 4 (Our Services) (collectively, the "Services"); (iii) Registered Signatory Users' provision of content, including, but not limited to, documents for notarization ("User Content"); (iv) your use of information obtained through the Platform, including information, software, artwork, text, video, audio, pictures, content, trademarks, trade dress and other intellectual property owned by Notarize or our licensors and made available to you through the Platform or Services, and (v) Notarized Record Recipients’ access and use of certain transaction information and Notarization Videos through the Platform (such information and such Notarization Videos are collectively referred to as the "Notarize Content"). Please read these Terms carefully; they impose legal obligations on you and on Notarize, and establish our legal relationship. By using the Services or accessing our Platform, you are acknowledging that you have read and understood these Terms and agree to be legally bound by them.

While you can visit the Website and review a range of information about Notarize, our Platform and our Services without registering, to participate in the Services, we require that you become a Registered Signatory User. Registered Signatory Users are required to confirm their agreement to be bound by these Terms during the registration process (and from time to time as we may require) by clicking the button confirming that you have read and accept these Terms.

For Notarized Record Recipients accessing the Platform to view Notarization Videos, by accessing the Platform and viewing the Videos, you agree to be bound by these Terms.

If you are agreeing to these Terms and our Privacy Policy on behalf of a company or other legal entity (“your Organization”), (i) you represent and warrant that you have authority to act on behalf of, and to bind your Organization and (ii) for all purposes in these Terms and the Privacy Policy, the term “you” means your Organization on whose behalf you are acting.

2.  Your Consent to Conducting Transactions by Electronic Means. You agree to conduct transactions over our Platform by electronic means, and you consent to receiving communications concerning our Services electronically, all in accordance with the federal E-Sign Act (15 U.S.C. Sec. 7001 et seq.) and applicable state law. We will communicate with you by email or through notices we post via the Platform.

2.1.  Effect of Consent. By way of example, you agree (1) to engage in notarial transactions associated with the Platform via electronic means rather than in paper form, (2) to convey and receive documents relating to that transaction via electronic means, (3) to communicate via an internet connection using an audio/video link with us, and with notaries performing notarial services through our Platform, for purposes of obtaining a notarized signature, taking an affirmation or oath before a notary, or receiving other notarial services.

2.2.  Withdrawal of Consent. If you do not consent to conduct transactions and communications electronically as set out above, or if you choose later to withdraw your consent, you will not be able to participate in our Platform, and will no longer be able to conduct new transactions with Notarize, as it is an electronic web-based service for remote electronic notarization over an internet and audio/video link.

2.3.  Requests for Certain Materials in Paper Form. You may request a paper copy of this notice and disclosure. In addition, to the extent applicable law requires us to provide you with access to your notarized records via paper form rather than electronic means, we will comply with such law and will charge the fees for such paper access as are permitted by law, if any. You can contact us at support@notarize.com if you wish to access or receive this notice or any such documents or records in paper form.

3.  System Requirements; Changes to Requirements. You similarly consent to the following use of the following software and hardware systems, in connection with such electronic transactions:

3.1.  Hardware and Software Requirements. There are certain hardware and software requirements for you to be able to access or retain the above stated electronic records ("Electronic Records"). The computer requirements are as follows:

  • A PC or MAC computer with one of the following operating systems: (i) Windows Vista or later; or (ii) Mac OS X Leopard or later
  • Adobe Acrobat or Adobe Reader, for viewing and printing electronic documents.  In order to access the digital certificate logically attached to your notarized record, you will need Acrobat Reader, Acrobat Standard or Acrobat Professional.  JavaScript and browser display must be enabled.  For a free copy of Adobe Reader, go to www.adobe.com. You must have one of the following versions of Acrobat or Reader: 6.x or later
  • Internet access through an Internet Service Provider selected by you using a broadband connection sufficient to support a live, real-time audio video connection to a Notarize Virginia electronic notary.
  • One of the following Internet web browsers with Cookies and JavaScript enabled: (i) Firefox version 2.0 or greater; or (ii) Google Chrome version 1.2 or greater.  
  • Internet connected E-mail capability.
  • A printer (if you want to print copies of electronic records).

3.2.  Your Responsibility. You are responsible for configuring your system to accommodate the above computer requirements.

3.3. Changes to Requirements. If we change the minimum hardware or software requirements needed to access or retain records, and the change creates a material risk that you will not be able to access or retain a subsequent record, then before the change takes effect we will notify you of the new requirements via email. If you do not wish to meet the changed requirements, you will be entitled to terminate your account, in accordance with Section 2 (Your Consent to Conducting Transactions by Electronic Means).

4.  Our Services. The Platform is designed to facilitate access to remote electronic notarization services and other services associated therewith, such as electronic signature services, as well as additional services which support the foregoing including transactional and payment services and access to information and educational content. As a Registered Signatory User, if you need a document notarized, you can register, provide payment information, and upload the document to a notary via the Platform. The Platform will validate your identity through various means including access to information databases and review of government issued identification. Notarize then provides a live video link between you and the notary so that the notary can validate that you are the person whose identification was validated and then watch you sign or acknowledge the uploaded document, provide the oath or affirmation, or undertake other steps required for other notarial services requested (if we make such other notarial services available via our Platform). Through the video link, the notary will take steps to verify your identity and complete the other tasks necessary for the applicable notarial service. Notarize then sends an email to you attaching the notarized document, which you can then provide to the Notarized Record Recipient. The email includes a link to the notarized document and other data related to the notarization transaction and its participants, as well as a copy of a recording of the video of the interaction between you and the notary (the “Notarization Video”). If you are a Notarized Record Recipient and have been authorized by the Registered Signatory User to do so, you will be able to view the Notarization Video without becoming a Registered Signatory User. Registered Signatory Users will also be able to download and print the notarized document or otherwise share the notarized document. Each Registered Signatory User will only be granted access to the Platform to the extent appropriate for his/her relationship with Notarize, and only in accordance with Section 8.2 (Grant of Rights to Registered Signatory Users).

5.  Obtaining a Password; Protecting Your Password. Only Registered Signatory Users who have a valid password are authorized to access the password-protected areas of the Platform. Registered Signatory Users must keep in mind that we will treat anyone who uses their user name and password as that user. We will provide this individual with all of the rights and privileges that we provide to that Registered Signatory User, and we will hold that Registered Signatory User responsible for the activities of a person using the Registered Signatory User’s password. We therefore recommend that Registered Signatory Users maintain their user name and password in confidence, and that they refrain from disclosing this information to anyone who might "pretend" to be that Registered Signatory User with respect to the Platform and their participation in the Services. We also ask that Registered Signatory Users notify us immediately if they suspect that someone is using their user name and/or password in this or any other inappropriate manner.

6.  Notarized Records and Documents; Retention. Our Platform is designed to facilitate the notarization of documents and the provision of other notarial services (where available) between you and a notary acting through the Platform. You acknowledge and agree (i) that Notarize is not a party to any agreement or other document notarized through our Services; (ii) that you are solely responsible for the content, legality, and nature of all materials you submit and statements you make in connection with our Services, whether such materials or statements are in paper-based, digital, video, audio, or other form (now known or hereafter invented); (iii) that electronic signature laws do not apply to all agreements and documents (and may not apply, for example, to wills, agreements related to family law, and residential leases), and Notarize is not responsible for determining whether a document you submit is subject to such an exception; and (iv) that you are responsible for retaining copies of your Notarized Records, and for preserving these Notarized Records in accordance with applicable legal retention requirements.

7.  Nature of Platform. Notarize is a platform providing access to the notarial services of commissioned notaries operating in the Commonwealth of Virginia pursuant to Virginia law and authority. You acknowledge and agree that Notarize is not itself a notary, and does not itself perform notarial acts.

8.  Our Grant of Rights to You.

8.1.  Grant of Rights to Site Visitors. As a Site Visitor, subject to your compliance with these Terms, you are granted the right to access our Website solely for your personal, non-commercial use. You may not (i) access, view, modify or otherwise use any portion of our Platform not made expressly accessible to you, or (ii) modify, copy, distribute or otherwise use the Platform, Notarize Content or Services without our express permission.

8.2.  Grant of Rights to Registered Signatory Users. As a Registered Signatory User, subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, worldwide right to access, execute, display, perform, and otherwise use the Platform solely for your personal use (or if you are a Business Subscriber, your Organization's noncommercial use) of the Services, provided that you shall not: (i) license, sublicense, sell, resell, distribute or otherwise commercially exploit the Platform or the Services to any third party; (ii) modify or make derivative works based upon the Platform or Services; or (iii) reverse engineer, reverse compile, or access the Platform or Services in order to build a competitive product or service. You may access and view certain password-protected areas of our Platform for use solely in conjunction with the Services and as provided in these Terms, and you may not otherwise modify, copy, distribute, or otherwise use the Platform, Notarize Content or Services.

8.3.  Grant of Rights to Notarized Record Recipients. As a Notarized Record Recipient, subject to your compliance with these Terms, you are granted the right to access our Platform for the purpose of accessing and viewing the notarized document and other data related to the notarization transaction and its participants, as well as a copy of Notarization Video via the link emailed to you. You may not (i) access, view, modify or otherwise use any portion of our Platform not made expressly accessible to you, or (ii) modify, copy, distribute or otherwise use the Notarization Video, Platform, Notarize Content or Services without our express permission.

8.4.  Duration of Rights for Registered Signatory Users. As a Registered Signatory User, you will continue to enjoy your rights under Section 8.2 (Grant of Rights to Registered Signatory Users) for as long as you are a Registered Signatory User, unless your password is revoked or suspended, as set out in Section 12 (Monitoring; Revocation or Suspension of Use Privileges).

8.5.  Ownership; Reservation of Rights. The Platform, Services, and associated Notarize Content are the proprietary property of Notarize and our licensors, and are protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. Notarize and its licensors retain all rights with respect to the Platform, Services and Notarize Content except those expressly granted to you in these Terms.

9.  You Grant of Rights to Us.

9.1.  Grant of Rights to Notarize in User Content. By submitting User Content for participation in our Services, you grant Notarize the right to use, copy, reformat, index, modify, display and distribute your User Content for the purposes of providing our Services. No compensation will be paid with respect to Notarize's use of your User Content.

9.2.  Rights/Permissions You Must Have in Your User Content. In submitting User Content, you represent and warrant that you have sufficient authority and rights to post such User Content, and to provide the grant of rights to us.

9.3. Right to Decline User Content. We expressly reserve the right to refuse to use, remove, or disable User Content that we conclude, in our sole discretion, violates these Terms or our Privacy Policy, or is incompatible with the purposes of the Platform and our Services.

9.4  Comments and Feedback. If you choose to provide us with comments or feedback regarding our Platform or our Services, you grant us the right to use, modify, and otherwise exploit your comments and feedback for all purposes, with no obligation to pay or otherwise compensate or provide attribution to you.

9.5. Notarize Analytics. You acknowledge and agree that Notarize is entitled to collect, compile, analyze and otherwise use and exploit statistical data related to your use of and participation in our Services and any feedback you may provide related to our Services (“Notarize Analytics”). To the extent that Notarize chooses to sell, publish or otherwise share the Notarize Analytics in connection with its Services, Notarize will treat any of your personal information contained in the Notarize Analytics as Personally Identifiable Information under our Privacy Policy. No compensation will be paid by Notarize with respect to its use of the Notarize Analytics.

10.  Compensation; Payment. You will timely pay Notarize all fees associated with the Services you receive, in accordance with our invoices. If we choose to offer pre-paid subscriptions to our Services, and if you select such a plan, we will invoice associated fees in advance. We will invoice per-use fees and standard subscription fees in arrears. All payments on invoices are non-refundable. We reserve the right to correct errors in an invoice and to re-issue a corrected invoice; such corrected invoice shall be due and payable in the same manner as all other invoices under these Terms. You will be responsible for taxes associated with your receipt of the Services.

11. Code of Conduct. As a condition to your use of the Platform and the Services, you agree to follow our Code of Conduct, set out below. In the event you are connected with one of our notarization agents and you perform an act prohibited below, you will be charged the full applicable per-use fee (where applicable). Under this Code, you will not:

  • Upload, email or otherwise transmit any images or other User Content that is unlawful, obscene, harmful, hateful, invades the privacy of any third party, contains nudity or pornography or is otherwise objectionable.
  • Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person's consent.
  • Submit material that is intentionally false, defamatory, unlawfully threatening or unlawfully harassing.  
  • Infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. Electronic materials – such as music, videos, games, images and text in electronic form – can easily be copied, modified and sent over networks (such as the internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Platform without the copyright owner's permission or without a legitimate "fair use" justification for the transmittal.
  • Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.  
  • Use the Platform to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms.
  • Use the Platform in a manner that could disable, overburden or impair the Platform or Services or interfere with any other party's use and enjoyment of the Platform and Services, such as through sending "spam."
  • Use the Platform to test or reverse engineer the Platform in order to find limitations, vulnerabilities or to evade filtering capabilities.  
  • Seek to obtain access to any materials or information through "hacking", "data harvesting" or through other means we have not intentionally made available to you through the Platform.
  • Use the Platform for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Platform to violate any law, statute or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising). 

12.  Monitoring; Revocation or Suspension of Use Privileges. We reserve the right at any time to (i) monitor your use of the Platform, and (ii) terminate or suspend your use of some or all of the Platform or Services if you engage in activities that we conclude, in our discretion, breach our Code of Conduct or otherwise violate these Terms or our Privacy Policy. Although we have no – and assume no – obligation to monitor activities on the Platform, please understand that we may employ filters designed to detect and block inappropriate content described in our Code of Conduct. We reserve the right to request edits to your submission, to refuse to post or to remove any information or materials, in whole or in part, that we believe, in our sole discretion, is incompatible with our Code of Conduct.

You should also understand that our Code of Conduct is based in many instances on principles of applicable law. Violations of our Code of Conduct accordingly may expose you to criminal charges, and civil liability to harmed parties for compensatory damages and attorney's fees. Notarize reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, consistent with our Privacy Policy.

13.  Links to Third-Party Sites. The Platform may contain links or produce search results that reference links to third party websites (collectively, "Linked Sites"). Notarize has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions or materials available on Linked Sites. Notarize does not endorse the content of any Linked Site, nor does Notarize warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Platform to search for or link to another site, you agree and understand that such use is at your own risk.

14.  Non-Acceptance of Notarized Records. We do not guaranty or provide other assurances that Notarized Record Recipients will accept your notarized record, or that the notarized record will be accepted for its intended purpose. If a Notarized Record Recipient refuses to accept a notarized record that you have obtained through our Services, please refer the Notarized Record Recipient to our FAQs. If the Notarized Record Recipient continues to refuse to accept the notarized document, please notify us by contacting one of our customer support representatives.

15.  No Legal Advice. In the course of receiving our Services, you may be provided with information concerning laws governing electronic signatures, electronic notarization, and other subject matter areas. This information, and all other information provided through our Platform, is for general informational purposes only. This information expressly does not constitute legal advice, and is expressly not intended to constitute legal advice. If you have any questions concerning the legal effect of notarial acts (or other acts you believe are notarial acts) conducted via our Platform, or any questions about your documents or about the transactions for which you are seeking to have a document notarized, you agree to engage a qualified attorney to obtain professional legal advice. You shall not, under any circumstances, consider our Services, our Platform, or statements we may make in connection with our Services or our Platform, as a substitute for such professional legal advice. Notarize makes no representations or warranties regarding your documents or notarized records, regarding your legal rights and obligations under such documents or notarized records, or regarding the validity or enforceability of such documents or notarized records, and Notarize shall have no liability with regard to such documents or records.

16.  User Disputes. Notwithstanding anything in these Terms, if you have a dispute with one or more Registered Signatory Users or Notarized Record Recipients, you release Notarize (and our officers, directors, agents, employees, subsidiaries and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

17.  Your Representations and Warranties, Including Warranty of Knowledge, Consent and Freedom of Action. You represent and warrant (i) that you are 18 years of age or older, or have otherwise reached the age of majority in your state of residence; (ii) that you have provided and will provide truthful, accurate, and complete information in registering your account, in participating in our Platform, and in responding to questions or other requests by notaries acting through our Platform; and (iii) that you have truthfully identified and will truthfully identify yourself for all purposes in connection with the Services and our Platform. IN ADDITION, YOU REPRESENT AND WARRANT THAT ANY REQUEST FOR NOTARIZATION OR OTHER SERVICES WHICH YOU INITIATE THROUGH THE PLATFORM IS YOUR KNOWING AND CONSENSUAL ACT; THAT YOU ARE FAMILIAR WITH THE CONTENT AND LEGAL EFFECT OF THE DOCUMENT, OATH OR OTHER TRANSACTION WITH RESPECT TO WHICH YOU SEEK THE NOTARIZE SERVICES AND WISH TO PROCEED UNDERSTANDING THAT YOU WILL BE BOUND; AND THAT YOUR ACTIONS IN CONNECTION WITH THE NOTARIZATION ARE YOUR VOLUNTARY AND CONSENSUAL ACTS, FREE FROM ANY COERCION OR DURESS OF ANY KIND OR NATURE.

18.  Notarize Warranty Disclaimer. THE PLATFORM AND ALL SERVICES AND CONTENT WITHIN IT ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NOTARIZE EXPRESSLY DISCLAIMS: (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE PLATFORM; (iii) ANY RESPONSIBILITY FOR THE FAILURE OF A DOCUMENT OR NOTARIZED RECORD TO BE ACCEPTED AS PROPERLY NOTARIZED; AND (iv) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE PLATFORM, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. BY WAY OF EXAMPLE, NOTARIZE DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT THE PLATFORM WILL PROVIDE SPECIFIC OR INTENDED RESULTS, OR THAT MATERIALS YOU DOWNLOAD FROM THE NOTARIZE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.

19.  No Consequential or Indirect Damages. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL NOTARIZE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR LOST OR IMPAIRED DATA) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PLATFORM, SERVICES OR NOTARIZE CONTENT.

20.  Limitation of Liability. NOTARIZE’S TOTAL AGGREGATE LIABILITY TO YOU SHALL NOT, UNDER ANY CIRCUMSTANCES WHATSOEVER, EXCEED THE AMOUNT THAT YOU PAID TO NOTARIZE FOR THE SPECIFIC SERVICES UPON WHICH THE CLAIM IS BASED, IRRESPECTIVE OF WHETHER SUCH CLAIM AROSE OUT OF THE SERVICES, THE PLATFORM, NOTARIZE CONTENT, OR OTHER CAUSE OR EVENT ASSOCIATED WITH THIS AGREEMENT.

21.  Indemnity. You agree to defend, indemnify and hold Notarize and its subsidiaries, affiliates, officers, directors, agents and employees harmless from any liability to third parties, including any liability for damages, costs, or other expenses (including reasonable attorneys' fees), arising from or related to your breach of these Terms.

22.  Contact for Alleged Copyright Infringement. Notarize respects the intellectual property rights of others and requires that its users do the same. If you believe that content on the Platform or other activity taking place on the Platform constitutes infringement of a work protected by copyright, please notify our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) (the "DMCA") to respond to such concerns, as follows:

support@notarize.com

Your notice must comply with the DMCA. Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA.

23.  Modifications to these Terms. We may modify and change these Terms over time. We will not "retroactively" change these Terms, and any modifications we make shall take effect proactively, once you next access the Platform. Please feel free to print out a copy of the current Terms for your records.

24. Assignment. These Terms shall not be assignable by you, either in whole or in part. Notarize reserves the right to assign its rights and obligations under these Terms.

25.  Choice of Law; Notarial Commissions and Powers; Place of Notarial Act. These Terms and the Privacy Policy shall be governed in all respects by the laws of the Commonwealth of Virginia without giving effect to its conflicts of law provisions. Without limiting the breadth of such Choice of Law provision, and by way of example, you acknowledge (i) that notaries acting through the Platform have been appointed and commissioned under the law of the Commonwealth of Virginia; (ii) that these notaries perform notarial acts, as facilitated by the Platform, solely by virtue of the laws of the Commonwealth of Virginia; (ii) that you are specifically invoking the notaries’ authority under the laws of the Commonwealth of Virginia; and (iii) that our provision of the Services to you is conditioned upon the application of the laws of the Commonwealth of Virginia to the Services and the Platform. IN ADDITION, YOU ACKNOWLEDGE AND CONFIRM YOUR UNDERSTANDING AND AGREEMENT THAT THE NOTARIES ARE PERFORMING THE NOTARIAL ACTS WHICH YOU ARE REQUESTING, AND WHICH ARE FACILITATED BY THE PLATFORM, IN THE COMMONWEALTH OF VIRGINIA, REGARDLESS OF WHETHER YOU ARE ACCESSING THESE SERVICES VIA AUDIO/VIDEO WHILE PHYSICALLY WITHIN OR OUTSIDE OF THE COMMONWEALTH OF VIRGINIA.

26.  Exclusive Jurisdiction for Resolution of Disputes. Both parties submit to the exclusive personal jurisdiction of the state and federal courts (as applicable) in the Commonwealth of Virginia, sitting in the judicial district that includes Arlington County. The parties hereby waive objections to such venue, and objections based on “forum non conveniens” or similar doctrines.

27. General. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Notarize's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Notarize and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

28.  Survival. The e following provisions shall survive the termination of these Terms and shall apply indefinitely: (i) Section 8.5 (Ownership; Reservation of Rights); (ii) Section 16 (User Disputes); (iii) Section 18 (Notarize Warranty Disclaimer); (iv) Section 19 (Limitation of Liability); (v) Section 21 (Indemnity); (vi) Section 24 (Assignment); (vii) Section 27 (General); and (viii) Section 28 (Survival).

29.  Relationship to Privacy Policy. These Terms must be read in conjunction with our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy shall control.

30.  Contact Us. If you have any questions about these Terms, the practices of this Platform, or your dealings with Notarize, please contact us at:

support@notarize.com

31.  Effective Date. The effective date of these Terms is July 22, 2016.

32.  Copyright and Legal Notice. Copyright © 2016 Notarize, Inc. All Rights Reserved.


Notarize Terms of Use, E-SIGN Disclosure, And Acknowledgement of Virginia Jurisdiction For All Notarial Acts: Business Subscribers

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU REGISTER TO USE THE PLATFORM. BY REGISTERING TO USE THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE DO NOT REGISTER TO PARTICIPATE IN OUR SERVICES. THESE TERMS ARE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA AND BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT THE NOTARIAL ACTS FACILITATED BY THE PLATFORM ARE PROVIDED BY COMMISSIONED VIRGINIA NOTARIES IN THE COMMONWEALTH OF VIRGINIA UNDER VIRGINIA LAW, REGARDLESS OF YOUR PHYSICAL LOCATION WHEN ACCESSING THESE SERVICES, AND YOU CONSENT TO THE APPLICATION OF VIRGINIA LAW TO THESE TRANSACTIONS AND TO PERSONAL JURISDICTION IN THE COMMONWEALTH OF VIRGINIA FOR ANY DISPUTE ARISING UNDER THESE TERMS, AS SET FORTH MORE FULLY IN SECTIONS 27 (Choice of Law; Notarial Commissions and Powers; Place of Notarial Act) and 28 (Exclusive Jurisdiction for Resolution of Disputes).

1.  Authority. These Terms apply to Business Subscribers. As the individual agreeing to these Terms on behalf of company or other legal entity that constitutes the Business Subscriber, (i) you represent and warrant that you have authority to act on behalf of, and to bind the Business Subscriber for all purposes under these Terms and the Privacy Policy. When used in these Terms, the phrase “you” has the same meaning as the phrase “Business Subscriber.”

2.  Business Subscriber’s Agreement. These Terms govern: (i) your receipt of, and participation in, Notarize's services offered through the Platform, including those set out in Section 5 (Our Services) below (collectively, the "Services"); (ii) your provision of content, including, but not limited to, documents for notarization ("User Content"); and (iii) your use of information obtained through the Platform, including information, software, artwork, text, video, audio, pictures, content, trademarks, trade dress and other intellectual property owned by Notarize or our licensors and made available to you through the Platform or Services, as well as your access and use of certain transaction information and Notarization Videos through the Platform (such information and such Notarization Videos are collectively referred to as the "Notarize Content"). Please read these Terms carefully; they impose legal obligations on you and on Notarize, and establish our legal relationship. By using the Services or accessing our Platform, you are acknowledging that you have read and understood these Terms and agree to be legally bound by them. While you can visit the Website and review a range of information about Notarize, our Platform and our Services without registering, to participate in the Services, we require that you become a Business Subscriber. Business Subscribers who do not execute additional service agreements with Notarize, Inc. are required to confirm their agreement to be bound by these Terms during the registration process (and from time to time as we may require) by clicking the button confirming that you have read and accept these Terms.

3.  Business Subscriber’s Consent to Conducting Transactions by Electronic Means. You agree to conduct transactions over our Platform by electronic means, and you consent to receiving communications concerning our Services electronically, all in accordance with the federal E-Sign Act (15 U.S.C. Sec. 7001 et seq.) and applicable state law. We will communicate with you by email or though notices we post via the Platform. By way of example, you agree (1) to engage in notarial transactions associated with the Platform via electronic means rather than in paper form, (2) to convey and receive documents relating to that transaction via electronic means, (3) to communicate via an internet connection using an audio/video link with us, and with notaries performing notarial services through our Platform, for purposes of obtaining a notarized signature, taking an affirmation or oath before a notary, or receiving other notarial services.

3.1.  Withdrawal of Consent. If you do not consent to conduct transactions and communications electronically as set out above, or if you choose later to withdraw your consent, you will not be able to participate in our Platform, and will no longer be able to conduct new transactions with Notarize, as it is an electronic web-based service for remote electronic notarization over an internet and audio/video link.

3.2.  Requests for Certain Materials in Paper Form. You may request a paper copy of this notice and disclosure. In addition, to the extent applicable law requires us to provide you with access to your notarized records via paper form rather than electronic means, we will comply with such law and will charge the fees for such paper access as are permitted by law, if any. You can contact us at support@notarize.com if you wish to access or receive this notice or any such documents or records in paper form.

4.  System Requirements; Changes to Requirements. You similarly consent to the following use of the following software and hardware systems, in connection with such electronic transactions:

4.1.  Hardware and Software Requirements. There are certain hardware and software requirements for you to be able to access or retain the above stated electronic records ("Electronic Records"). The computer requirements are as follows:

  • A PC or MAC computer with one of the following operating systems: (i) Windows Vista or later; or (ii) Mac OS X Leopard or later
  • Adobe Acrobat or Adobe Reader, for viewing and printing electronic documents.  In order to access the digital certificate logically attached to your notarized record, you will need Acrobat Reader, Acrobat Standard or Acrobat Professional.  JavaScript and browser display must be enabled.  For a free copy of Adobe Reader, go to www.adobe.com. You must have one of the following versions of Acrobat or Reader: 6.x or later
  • Internet access through an Internet Service Provider selected by you using a broadband connection sufficient to support a live, real-time audio video connection to a Notarize Virginia electronic notary.
  • One of the following Internet web browsers with Cookies and JavaScript enabled: (i) Firefox version 2.0 or greater; or (ii) Google Chrome version 1.2 or greater.  
  • Internet connected E-mail capability.
  • A printer (if you want to print copies of electronic records).

4.2.  Business Subscriber’s Responsibility. You are responsible for configuring your system to accommodate the above computer requirements.

4.3.  Changes to Requirements. If we change the minimum hardware or software requirements needed to access or retain records, and the change creates a material risk that you will not be able to access or retain a subsequent record, then before the change takes effect we will notify you of the new requirements via email. If you do not wish to meet the changed requirements, you will be entitled to terminate your account, in accordance with Section 2 (Business Subscriber’s Agreement).

5.  Our Services to Business Subscribers. The Platform is designed to facilitate electronic notarization services. As a Business Subscriber, you are entitled to provide your customers with access to our Services via your Business Subscriber Account and in accordance with these Terms. To provide you customers with such access, you will identify the customer at issue, using the applicable Platform functionality. Such customer will then complete the requirements to become a Registered Signatory User under your Business Subscriber account. If a you need a document notarized or other notarial act performed for one of your Registered Signatory Users, you (or the Registered Signatory User) can register, provide payment information, and upload the document to a notary via the Platform. The Platform will validate the Registered Signatory User’s identity through various means including access to information databases and review of government issued identification. Notarize then provides a live video link between the Registered Signatory User and the notary so that the notary can validate that the Registered Signatory User is the person whose identification was validated and then watch the Registered Signatory User sign or acknowledge the uploaded document, provide the oath or affirmation, or undertake other steps required for other notarial services requested (if we make such other notarial services available via our Platform). Through the video link, the notary will take steps to verify the Registered Signatory User’s identity and complete the other tasks necessary for the applicable notarial service. Notarize then sends an email to the Registered Signatory User, and also to you if you specify that such communication is included in the agreement with the Business Subscriber and the Registered Signatory User. The email includes a link to the notarized document and other data related to the notarization transaction and its participants, as well as a copy of a recording of the video of the interaction between the Registered Signatory User and the notary (the “Notarization Video”).

6. Terms Governing Registered Signatory Users and Notarized Record Recipients; Your Responsibility. Your Registered Signatory Users and your Notarized Record Recipients are subject to the Terms entitled “Notarize Terms of Use and E-SIGN Disclosure: Registered Signatory Users, Notarized Record Recipients, and Site Visitors,” as set out above. You agree to be responsible for any non-compliance with such Terms by your Registered Signatory Users or the Notarized Record Recipients, in the same manner and to the same degree as if the non-compliance were your own non-compliance.

7.  Obtaining a Password; Protecting Business Subscriber’s Password. As a Business Subscriber, you will be issued a password to access the password-protected areas of the Platform. Understand that we will treat anyone who uses your Business Subscriber user name and password as the Business Subscriber under these Terms. We will provide that user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of the person using your Business Subscriber password. We therefore recommend that you maintain your Business Subscriber user name and password in confidence, and that refrain from disclosing this information to anyone who might "pretend" to be such Business Subscriber. We also ask that you notify us immediately if you suspect that someone is using your Business Subscriber user name and/or password in this or any other inappropriate manner.

8.  Notarized Records and Documents; Retention. Our Platform is designed to facilitate the notarization of documents and the provision of other notarial services (where available) between Registered Signatory Users and a notary acting through the Platform. You acknowledge and agree (i) that Notarize is not a party to any agreement or other document notarized through our Services; (ii) that you and your Registered Signatory Users are solely responsible for the content, legality, and nature of all materials you or your Registered Signatory Users submit and statements your Registered Signatory Users (or you) make in connection with our Services, whether such materials or statements are in paper-based, digital, video, audio, or other form (now known or hereafter invented); (iii) that electronic signature laws do not apply to all agreements and documents (and may not apply, for example, to wills, agreements related to family law, and residential leases), and Notarize is not responsible for determining whether a document you or your Registered Signatory Users submit is subject to such an exception; and (iv) that you are responsible for retaining copies of your Notarized Records, and for preserving these Notarized Records in accordance with applicable legal retention requirements.

9.  Nature of Platform. Notarize is a platform providing access to the notarial services of commissioned notaries operating in the Commonwealth of Virginia pursuant to Virginia law and authority. You acknowledge and agree that Notarize is not itself a notary, and does not itself perform notarial acts.

10.  Grant of Rights to Business Subscriber. Subject to Business Subscriber’s compliance with these Terms, Business Subscriber is hereby granted a limited, non-exclusive, non-transferable, worldwide right to access, execute, display, perform, and otherwise use the Platform solely for Business Subscriber’s use and use by Business Subscriber’s Registered Signatory Users, provided that Business Subscriber shall not, and Business Subscriber’s Registered Signatory Users shall not: (i) license, sublicense, sell, resell, distribute or otherwise commercially exploit the Platform or the Services to any third party; (ii) modify or make derivative works based upon the Platform or Services; or (iii) reverse engineer, reverse compile, or access the Platform or Services in order to build a competitive product or service. You may access and view certain password-protected areas of our Platform for use solely in conjunction with the Services and as provided in these Terms, and you may not otherwise modify, copy, distribute, or otherwise use the Platform, Notarize Content or Services.

10.1.  Duration of Rights. You will continue to enjoy your rights under Section 10(Grant of Rights to Business Subscriber) for as long as you are a Business Subscriber, unless your password is revoked or suspended, as set out in Section 14 (Monitoring; Revocation or Suspension of Use Privileges).

10.2.  Ownership; Reservation of Rights. The Platform, Services, and associated Notarize Content are the proprietary property of Notarize and our licensors, and are protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. Notarize and its licensors retain all rights with respect to the Platform, Services and Notarize Content except those expressly granted to you in these Terms.

11.  You Grant of Rights to Us.

11.1.  Grant of Rights to Notarize in User Content. By submitting User Content for participation in our Services, you grant Notarize the right to use, copy, reformat, index, modify, display and distribute your User Content for the purposes of providing our Services. No compensation will be paid with respect to Notarize's use of your User Content.

11.2.  Rights/Permissions You Must Have in Your User Content. In submitting User Content, you represent and warrant that you have sufficient authority and rights to post such User Content, and to provide the grant of rights to us.

11.3.  Right to Decline User Content. We expressly reserve the right to refuse to use, remove, or disable User Content that we conclude, in our sole discretion, violates these Terms or our Privacy Policy, or is incompatible with the purposes of the Platform and our Services.

11.4.  Comments and Feedback. If you choose to provide us with comments or feedback regarding our Platform or our Services, you grant us the right to use, modify, and otherwise exploit your comments and feedback for all purposes, with no obligation to pay or otherwise compensate or provide attribution to you.

11.5.  Notarize Analytics. You acknowledge and agree that Notarize is entitled to collect, compile, analyze and otherwise use and exploit statistical data related to your use of and participation in our Services, statistical data related to your Registered Signatory Users’ use of and participation in our Services, and any feedback you may provide related to our Services (“Notarize Analytics”). To the extent that Notarize chooses to sell, publish or otherwise share the Notarize Analytics in connection with its Services, Notarize will treat any of your personal information contained in the Notarize Analytics as Personally Identifiable Information under our Privacy Policy. No compensation will be paid by Notarize with respect to its use of the Notarize Analytics.

12.  Compensation; Payment. You will timely pay Notarize all fees associated with the Services you receive, in accordance with our invoices. If we choose to offer pre-paid subscriptions to our Services, and if you select such a plan, we will invoice associated fees in advance. We will invoice per-use fees and standard subscription fees in arrears. All payments on invoices are non-refundable. We reserve the right to correct errors in an invoice and to re-issue a corrected invoice; such corrected invoice shall be due and payable in the same manner as all other invoices under these Terms. You will be responsible for taxes associated with your receipt of the Services.

13.  Code of Conduct. As a condition to your use of the Platform and the Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:

  • Upload, email or otherwise transmit any images or other User Content that is unlawful, obscene, harmful, hateful, invades the privacy of any third party, contains nudity or pornography or is otherwise objectionable.
  • Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person's consent.
  • Submit material that is intentionally false, defamatory, unlawfully threatening or unlawfully harassing.
  • Infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. Electronic materials – such as music, videos, games, images and text in electronic form – can easily be copied, modified and sent over networks (such as the internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Platform without the copyright owner's permission or without a legitimate "fair use" justification for the transmittal.  
  • Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
  • Use the Platform to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms. 
  • Use the Platform in a manner that could disable, overburden or impair the Platform or Services or interfere with any other party's use and enjoyment of the Platform and Services, such as through sending "spam."
  • Use the Platform to test or reverse engineer the Platform in order to find limitations, vulnerabilities or to evade filtering capabilities.  
  • Seek to obtain access to any materials or information through "hacking", "data harvesting" or through other means we have not intentionally made available to you through the Platform.
  • Use the Platform for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Platform to violate any law, statute or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).

14.  Monitoring; Revocation or Suspension of Use Privileges. We reserve the right at any time to monitor your use and your Registered Signatory Users’ use of the Platform. We also reserve the right to terminate or suspend your use of some or all of the Platform or Services, and/or to terminate or suspend use of some or all of the Platform or Services by one, or more, or all of your Registered Signatory Users, if you or your Registered Signatory Users engage in activities that we conclude, in our discretion, breach our Code of Conduct or otherwise violate these Terms or our Privacy Policy. Although we have no – and assume no – obligation to monitor activities on the Platform, please understand that we may employ filters designed to detect and block inappropriate content described in our Code of Conduct. We reserve the right to request edits to your User Content (or that of your Registered Signatory Users), to refuse to post or to remove any information or materials, in whole or in part, that we believe, in our sole discretion, is incompatible with our Code of Conduct.

You should also understand that our Code of Conduct is based in many instances on principles of applicable law. Violations of our Code of Conduct accordingly may expose you and/or your Registered Signatory Users to criminal charges, and civil liability to harmed parties for compensatory damages and attorney's fees. Notarize reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, consistent with our Privacy Policy.

15.  Links to Third-Party Sites. The Platform may contain links or produce search results that reference links to third party websites (collectively, "Linked Sites"). Notarize has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions or materials available on Linked Sites. Notarize does not endorse the content of any Linked Site, nor does Notarize warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Platform to search for or link to another site, you agree and understand that such use is at your own risk.

16.  Non-Acceptance of Notarized Records. We do not guaranty or provide other assurances that Notarized Record Recipients will accept your notarized records or the notarized records of your Registered Signatory Users, or that such notarized records will be accepted for their intended purpose. If a Notarized Record Recipient refuses to accept a notarized record that you have obtained through our Services, please refer the Notarized Record Recipient to our FAQs. If the Notarized Record Recipient continues to refuse to accept the notarized document, please notify us by contacting one of our customer support representatives.

17.  No Legal Advice. In the course of receiving our Services, you may be provided with information concerning laws governing electronic signatures, electronic notarization, and other subject matter areas. This information, and all other information provided through our Platform, is for general informational purposes only. This information expressly does not constitute legal advice, and is expressly not intended to constitute legal advice. If you have any questions concerning the legal effect of notarial acts (or other acts you believe are notarial acts) conducted via our Platform, or any questions about your documents or about the transactions for which you are seeking to have a document notarized, you agree to engage a qualified attorney to obtain professional legal advice. You shall not, under any circumstances, consider our Services, our Platform, or statements we may make in connection with our Services or our Platform, as a substitute for such professional legal advice. Notarize makes no representations or warranties regarding your documents or notarized records, regarding your legal rights and obligations under such documents or notarized records, or regarding the validity or enforceability of such documents or notarized records, and Notarize shall have no liability with regard to such documents or records.

18.  User Disputes. Notwithstanding anything in these Terms, if you have a dispute with one or more Registered Signatory Users or Notarized Record Recipients, you release Notarize (and our officers, directors, agents, employees, subsidiaries and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

19.  Business Subscriber’s Representations and Warranties, Including Warranties of Knowledge, Consent and Freedom of Action. Business Subscriber hereby represents and warrants (i) that is has full authority to enter into these Terms and the Privacy Policy; (ii) that it has provided and will provide truthful, accurate, and complete information in registering its account, in participating in our Platform, and in responding to questions or other requests by notaries acting through our Platform; and (iii) that it has truthfully identified and will truthfully identify itself for all purposes in connection with the Services and our Platform. IN ADDITION, BUSINESS SUBSCRIBER REPRESENTS AND WARRANTS THAT IT WILL NOT REQUEST ANY NOTARIZATION OR OTHER SERVICES THROUGH THE PLATFORM, WITH RESPECT TO ANY REGISTERED SIGNATORY USER, AS TO WHICH IT HAS ANY KNOWLEDGE THAT SUCH USER IS NOT ACTING VOLUNTARILY AND WITH FULL CONSENT, FREE FROM ANY COERCION OR DURESS OF ANY KIND OR NATURE.

20.  Notarize Warranty Disclaimer. THE PLATFORM AND ALL SERVICES AND CONTENT WITHIN IT ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NOTARIZE EXPRESSLY DISCLAIMS: (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE PLATFORM; (iii) ANY RESPONSIBILITY FOR THE FAILURE OF A DOCUMENT OR NOTARIZED RECORD TO BE ACCEPTED AS PROPERLY NOTARIZED; AND (iv) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE PLATFORM, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. BY WAY OF EXAMPLE, NOTARIZE DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT THE PLATFORM WILL PROVIDE SPECIFIC OR INTENDED RESULTS, OR THAT MATERIALS YOU DOWNLOAD FROM THE NOTARIZE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.

21.  No Consequential or Indirect Damages. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL NOTARIZE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR LOST OR IMPAIRED DATA) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PLATFORM, SERVICES OR NOTARIZE CONTENT.

22.  Limitation of Liability. NOTARIZE’S TOTAL AGGREGATE LIABILITY TO YOU SHALL NOT, UNDER ANY CIRCUMSTANCES WHATSOEVER, EXCEED THE AMOUNT THAT YOU PAID TO NOTARIZE FOR THE SPECIFIC SERVICES UPON WHICH THE CLAIM IS BASED, IRRESPECTIVE OF WHETHER SUCH CLAIM AROSE OUT OF THE SERVICES, THE PLATFORM, NOTARIZE CONTENT, OR OTHER CAUSE OR EVENT ASSOCIATED WITH THIS AGREEMENT.

23.  Indemnity. Business Subscriber agrees to defend, indemnify and hold Notarize and its subsidiaries, affiliates, officers, directors, agents and employees harmless from any liability to third parties, including any liability for damages, costs, or other expenses (including reasonable attorneys' fees), arising from or related to Business Subscriber’s breach of these Terms.

24.  Contact for Alleged Copyright Infringement. Notarize respects the intellectual property rights of others and requires that its users do the same. If Business Subscriber believes that content on the Platform or other activity taking place on the Platform constitutes infringement of a work protected by copyright, please notify our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) (the "DMCA") to respond to such concerns, as follows:

support@notarize.com

Business Subscriber’s notice must comply with the DMCA. Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA.

25.  Modifications to these Terms. We may modify and change these Terms over time. We will not "retroactively" change these Terms, and any modifications we make shall take effect proactively, once you next access the Platform. Please feel free to print out a copy of the current Terms for your records.

26.  Assignment. These Terms shall not be assignable by you, either in whole or in part. Notarize reserves the right to assign its rights and obligations under these Terms.

27.  Choice of Law; Notarial Commissions and Powers; Place of Notarial Act. These Terms and the Privacy Policy shall be governed in all respects by the laws of the Commonwealth of Virginia without giving effect to its conflicts of law provisions. Without limiting the breadth of such Choice of Law provision, and by way of example, you acknowledge (i) that notaries acting through the Platform have been appointed and commissioned under the law of the Commonwealth of Virginia; (ii) that these notaries perform notarial acts, as facilitated by the Platform, solely by virtue of the laws of the Commonwealth of Virginia; (ii) that you are specifically invoking the notaries’ authority under the laws of the Commonwealth of Virginia; and (iii) that our provision of the Services to you is conditioned upon the application of the laws of the Commonwealth of Virginia to the Services and the Platform. IN ADDITION, YOU ACKNOWLEDGE AND CONFIRM YOUR UNDERSTANDING AND AGREEMENT THAT THE NOTARIES ARE PERFORMING THE NOTARIAL ACTS WHICH YOU ARE REQUESTING, AND WHICH ARE FACILITATED BY THE PLATFORM, IN THE COMMONWEALTH OF VIRGINIA, REGARDLESS OF WHETHER YOU AND YOUR REGISTERED SIGNATORY USERS ARE ACCESSING THESE SERVICES VIA AUDIO/VIDEO WHILE PHYSICALLY WITHIN OR OUTSIDE OF THE COMMONWEALTH OF VIRGINIA.

28.  Exclusive Jurisdiction for Resolution of Disputes. Both parties submit to the exclusive personal jurisdiction of the state and federal courts (as applicable) in the State of Virginia, sitting in the judicial district that includes Arlington County. The parties hereby waive objections to such venue, and objections based on “forum non conveniens” or similar doctrines.

29.  General. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Notarize's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Notarize and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

30.  Survival. The e following provisions shall survive the termination of these Terms and shall apply indefinitely: (i) Section 10.2 (Ownership; Reservation of Rights); (ii) Section 18 (User Disputes); (iii) Section 20 (Notarize Warranty Disclaimer); (iv) Section 22 (Limitation of Liability); (v) Section 23 (Indemnity); (vi) Section 26 (Assignment); (vii) Section 29 (General); and (ix) Section 30 (Survival).

31.  Relationship to Privacy Policy. These Terms must be read in conjunction with our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy shall control.

32.  Contact Us. If you have any questions about these Terms, the practices of this Platform, or your dealings with Notarize, please contact us at:

support@notarize.com

33.  Effective Date. The effective date of these Terms is July 22, 2016.

34.  Copyright and Legal Notice. Copyright © 2016 Notarize, Inc. All Rights Reserved.