Notarize Terms of Use, E-SIGN Disclosure and Consent, And Acknowledgment 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 and Consent (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 directly registered to use our Platform, or who have accessed our Platform through a link or other connection from a Business Subscriber, 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 have registered at the website, or that otherwise have entered into agreements with us, to offer our electronic notarization and related 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 signed and, as applicable, notarized records (“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 Consent, And Acknowledgment of Virginia Jurisdiction For All Notarial Acts:
For 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  YOUR UNDERSTANDING 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 SECTION 26 (Choice of Law; Notarial Commissions and Powers; Place of Notarial Act) AND SECTION 27 (Mandatory Arbitration of Disputes and No Class Actions).

THIS AGREEMENT INCLUDES, IN SECTIONS 2 and 3, AN E-SIGN DISCLOSURE AND CONSENT, AND IN SECTION 27, A REQUIREMENT THAT DISPUTES BE ARBITRATED AND A WAIVER OF CLASS ACTIONS.  THIS AGREEMENT ALSO COVERS THE RECORDING OF THE AUDIO-VIDEO SESSION AND OTHER SESSION DATA.  PLEASE REVIEW THESE PROVISIONS CAREFULLY.

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, personal information, payment information, identity information and documentation, transaction information, documents for signature and/or notarization, and information obtained and data recorded (including the recording made of the audio-video session between you and a notary) during the notarial and signing transaction ("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 to and use of certain data, documents, 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 checking the box confirming that you have read and accept these Terms. 

For Notarized Record Recipients accessing the Platform to view Notarization Videos and other User Content, by accessing the Platform and viewing the Videos and such User Content as you are permitted to view, 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.

These Terms and our Privacy Policy are updated from time to time.  Continuing to access or use the Platform after revised Terms and Conditions are posted constitutes your acceptance and agreement to the changes.  Accordingly, please check these Terms and our Privacy Policy regularly so you are aware of any changes, as they are binding on you. 

2.              Your Consent to Conducting Transactions by Electronic Means.  This Disclosure and Consent provides you with important information about using our Services and our Platform.  In connection with  each transaction which brings you to our Platform to use our Services, you may be entitled by law to receive certain information “in writing” – which means you would be entitled to receive it on paper.  If you choose to receive such information electronically, and also to conduct transactions with us and to view, sign and access your documents electronically, you must consent to do so.  Your consent is set forth below.

2.1.         Consent to Use Electronic Means; Scope. You agree to receive the Services and to conduct transactions over our Platform by electronic means. You also consent to receive, by electronic means, all documents and communications relating to your transactions and involving use of our Platform and our Services. We and any business involved in providing the documents for which you are accessing our Platform and Services will communicate with you electronically, including over the internet and by email or through notices we post via the Platform.  You are providing this Consent to us, and also for the benefit of all other parties providing documents as part of your transactions on our Platform.  In addition to the foregoing, you consent to do all the following by electronic means rather than in paper form:  (i) convey, receive, access and view documents, (ii) acknowledge your signature, be placed under oath, or do those things necessary for all required notarial acts, (iii) communicate via an internet-based audio/video link with us, (iv) create an electronic signature and use it to sign all documents, as required, and (v) receive all documents, notices and communications, as electronic records, via email and an internet link which you can use to view, download or print for your records.

2.2.         Withdrawal of Consent.  You may choose not to consent to conduct transactions and communications by electronic means, or to withdraw your consent at any time.  To do so, please notify us at support@notarize.com.  But 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 or use our Services, and will no longer be able to conduct new transactions with Notarize, as it is an electronic web-based service for remote electronic notarization and related Services over an internet and audio/video link.  All actions taken by you before withdrawal of consent, including signing of documents and participating in notarial acts, remain valid and enforceable even after a subsequent withdrawal of your consent to conduct transactions by electronic means. 

2.3.         Requests for Certain Materials in Paper Form.  After any signing session is complete, all documents will be available to you to view and print via an internet link that will be provided to you at the email address you’ve provided to us.  In addition, you may request from us, at support@notarize.com, a paper copy of this consent and these Terms of Service.  If applicable law requires us to provide you with access to your signed and notarized documents or other communications 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.  If you wish to receive any documents related to your transaction in paper form prior to signing, you will need to obtain them from the business or other source which originally provided them to you. 

2.4.         Questions about your transaction itself? If you have any questions about the underlying documents or transactions for which you wish to use our Services and our Platform, including what the documents mean, please direct those questions to the party asking you to have the document signed and/or notarized, or to its intended recipient, or to your attorney, who will be able to answer those questions for you.

2.5.         Viewing Documents During and After Your Signing Session.  Documents shown in the web browser during the electronic signing and notarization process are a rendering of the actual document. This rendering looks the same as the electronic document, but has added features that facilitate the online viewing and signing process.  If your signature is required and you choose to sign, your electronic signature will be placed by you on the document.  After the signing session, you may access and view your signed and notarized documents using an internet link that will be provided to you after the session is complete.

2.6.         Consent to Use Electronic Signature. You agree to create or adopt and use an electronic signature to sign all documents or forms requiring your signature or initials.  You understand that your electronic signature and initials on a document or form are just as valid and legally binding on you as your pen and ink signature and initials.

2.7.         Consent to Recording of Video and Transaction Information. Your notarial transaction is important and our Platform creates a record of your session with the notary and of the entire process.  The data from your session will be electronically stored by us. It may also be stored by other parties such as parties to your transaction who have the right or your permission to do so, or other parties pursuant to applicable agreements, or parties entitled to do so under applicable law.  The data from your session includes the background information you provide, images of your photo-ID and other ID credentials, results of database searches and credential analysis to validate your identity, the completed documents, session and connection information, all information required for the notary’s journal, and the recording of the audio-video session with the notary.  We take very seriously the privacy and security of your data.  Our use and disclosure of your data is governed by applicable law and these Terms of Service and our Privacy Policy.

2.8.         Indicating your Consent.  By setting up your account on our Platform and consenting to these Terms of Service and by using our Services, you consent to conduct your transactions on our Platform and to receive all communications electronically, and also to sign and receive Documents according to the process described above.  You also confirm that you have the hardware and software required (as specified in the following section) to use the Platform and Services and to access, view, sign, receive (and if desired) print the Documents provided to you in electronic form.

3.              System Requirements; Changes to Requirements.  You understand and represent that your systems include, at a minimum, software and hardware as set forth below, and that you are able to access and use the Platform and our Services using your systems:

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:

3.1.1.     A PC or MAC computer with one of the following operating systems and memory adequate to access, view and (if desired) store and print documents: (i) Windows Vista or later; or (ii) Mac OS X 10.6 or later; or an iOS device running versions of iOS and the Notarize app, both dated as of February, 2016 or later;

3.1.2.     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;

3.1.3.     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, and a webcam, microphone and speaker sufficient to engage in a real-time audio-video conference;

3.1.4.     For PC or MAC computer access, 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.

3.1.5.     Internet connected E-mail capability.

3.1.6.     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).  Using our system after notification of such changes is reaffirmation of your consent. 

4.              Our Services. The Platform is designed to facilitate access to remote electronic notarization services and other related services, such as electronic signature services, services related to loan closings and registration and recording of documents with public agencies and other entities, and other services which support and relate to the transactions for which individuals and businesses seek to use the remote notarization services on our Platform, including without limitation identity validation services, payment processing, integrations with other systems, document management and administrative processes, and access to information and educational content.  

4.1.         Description of Services.  For example, as a Registered Signatory User, if you need to sign a document using electronic means, or to have your signature on a document notarized, or to affirm the contents of a document under oath, or to receive other authorized Services, you can register, provide background identity information and credentials as well as payment information, and upload the document via the Platform. The Platform will validate your identity through various means including access to information databases and review of government issued identification credentials.  Notarize then provides a live video link between you and the notary so that the notary can validate that you are the person whose identity was confirmed through database access and other processes, and then watch you sign and acknowledge your signature on the uploaded document, provide the oath or affirmation, or undertake other steps required for other notarial services or other available Services requested (if we make such other Services available via our Platform). Through the video link, the notary will take steps to accomplish the foregoing and complete the other tasks necessary for the applicable notarial or other Services.  THE DATA FROM YOUR INTERACTION WITH US AND WITH A NOTARY ON OUR PLATFORM, INCLUDING WITHOUT LIMITATION YOUR IDENTITY INFORMATION AND CREDENTIALS, IDENTITY VERIFICATION INFORMATION AND RESULTS, THE DOCUMENT SIGNED AND/OR NOTARIZED, THE TRANSACTION DATA, THE NOTARIAL ACT, AND YOUR INTERACTION WITH THE NOTARY VIA AUDIO-VIDEO, WILL BE RECORDED AND PRESERVED BY US (AND POTENTIALLY BY OTHER PARTIES TO YOUR TRANSACTION, PER AGREEMENT AND AS PROVIDED BY LAW) AS THE RECORD OF YOUR SESSION.

4.2.         After your document signing session is complete, Notarize then sends an email to you with information about how to access the Notarized Record, which you can then provide (as appropriate) to the Notarized Record Recipient.  (Alternatively, the email and a link to the Notarized Record will be sent directly to a Business Subscriber and/or to a Notarized Record Recipient if that is the arrangement previously made with you and a Business Subscriber.  We may then perform other Services for you or for the Business Subscriber relating to the transaction, if so requested and agreed.)  If the Notarized Record is to be made available to you directly after the signing session, the email sent to you will include a link to the Notarized Record and to 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 Notarized Record and Notarization Video (and other data and transaction information) without becoming a Registered Signatory User.  Registered Signatory Users will also be able to download and print the document or otherwise share the 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 and Protecting a Password; Protecting Your Access Information. Only Registered Signatory Users who have a valid password are authorized to access specified 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.  In addition, Registered Signatory Users who complete a transaction will receive instructions for how to access the Notarized Record and also specified transactional information and the video recording of the notarial transaction maintained in the Platform’s verification portal.  If in addition to providing a Notarized Record Recipient or other third party with your Notarized Record, you also choose to provide any of them with the associated PIN, codes and other access information, they will be able to view the Notarized Record and all the information accessible through those access codes on the Platform’s verification portal.  Accordingly, we recommend that you maintain all such access codes and information in your control and provide that access information to Notarized Record Recipients or to third parties as you consider appropriate.  

6.              Notarized Records and Documents; Retention.  Our Platform is designed to facilitate the notarization of signatures upon documents and the provision of other services (where available) between you and a commissioned 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 laws permitting documents to be signed electronically and notarized using electronic means (including by means of audio-video communication)  do not apply to all agreements and documents (and may not apply, for example, to laws governing the creation or execution of wills and testamentary trusts and to certain documents to be filed with courts), 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 and to proper use by you of access codes properly provided to you, you are granted the right to access our Platform for the purpose of accessing and viewing the Notarized Record 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 which you are not authorized to view and which is not made expressly accessible to you, or (ii) modify, copy, distribute or otherwise use the Notarized Record, 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.  Without limiting the foregoing, you grant Notarize the right to capture and store all data and information relating to your account, your identity validation and your notarial transaction and other requested Services, including without limitation the audio-video record of the session, a digital copy of all documents transmitted to us, and all notarial and other acts performed as part of our Services.  You further grant Notarize the right to transmit and display to Notarized Record Recipients the Notarized Records and key transactional and (as authorized) identity validation information, and also to display such information on our Verification Portal in accordance with the procedures that govern the Portal from time to time. You further grant Notarize the right to convey your User Content and all notarial transaction information to a Business Subscriber if your access to and use of the Platform, for that notarial transaction, was pursuant to a link or other access connection made available to you by such Business Subscriber; and you grant Notarize the right to convey all such information to any other parties to your transaction in accordance with such rights and permissions as you have given them.  You further grant Notarize the right to transmit all or part of your User Content to third-party service providers whose services we may use to support or provide all or part of the Services provided to you by the Platform, such as identity validation services, video services, web services and the like.  You further grant Notarize the right to store, maintain and provide access to your User Content and notarial transaction information in the notary’s journal as provided by law, and to display such information, along with other User Content, to government officials who have a right to see such information, and to other authorized persons or entities as provided by your agreements with them or by applicable law. 

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 Record and Display Audio-Video and Transaction Data.  Without in any way limiting your grant to us of rights in your User Content as set forth above, by establishing an account and participating in any transaction on the Platform and by using our Services, you grant to us the right to record, use, reformat, index, store, archive, copy, display, publish, reproduce and distribute, in any manner or medium now known or hereafter existing, the audio and video recording of your image, likeness and voice, along with your connection information, device information and session information, and also your personal data and identity credentials (including any photos thereon) and the Notarized Records, for any legitimate business purpose associated with your transaction and your use of the Platform and the Services, and for all other purposes as provided by law.  You understand that your use of the Platform is in connection with an important transaction involving the official act of a notary, and that the record of the transaction and associated data, including the audio-video recording, are important records.  The right of third parties to access, view, copy, use and display these records may have been granted by you in agreements you have with a Business Subscriber or other parties to a transaction, and is also governed by these Terms of Service and our Privacy Policy and by applicable law.  You agree to control your environment during your session on the Platform so that no other parties are visible or audible on the audio-video recording; but if any such identifiable parties are present and visible and/or audible, you hereby confirm to us that they are present pursuant to your invitation and that you have the right and authority to grant to us, on their behalf, all the same rights in their image, voice and likeness as you grant to us herein.  For avoidance of doubt, all the rights granted in this sub-paragraph are to be construed as part of your grant of rights to us in your User Content. 

9.4.         Right to Use Identity Credentials and Data to Verify Your Identity.  A key foundation of the notarial act and of your related transactions on the Platform, is our ability to verify that you are who you claim to be.  In addition to the above rights, you grant to us the right to record, use, reformat, index, store, archive, copy, display, publish, reproduce and distribute, in any manner or medium now known or hereafter existing, the identity credentials you provide to us and the photos and data thereon, as well as your background and account information, as well as your responses to knowledge-based questions drawn from third-party databases, in order to verify your identity for all purposes associated with your transactions on the Platform.  We may perform this identity verification directly or through others acting on our behalf, by accessing public or private databases including credit records, by engaging third party service providers to perform identity verification services, by using software or hardware forensic analysis tools or products, by scanning the bar code or performing photo analysis or facial recognition on your government-issued photo ID, by looking for evidence of manipulation or tampering on your ID credentials, or by any other means or technology or method allowed by law.  The notary in your transaction will also review your identity information and credentials, as well as the results of any of the foregoing identity verification methods, to satisfy himself or herself of your identity in accordance with applicable law.  Your above grant of rights to us includes the right to record, use, reformat, index, store, archive, copy, display, publish, reproduce and distribute, in any medium or by any method now known or hereafter existing, the results of these identity verification processes for any legitimate business purpose associated with your transaction and your use of the Platform and the Services, and for all other purposes as provided by law.  For avoidance of doubt, all the rights granted in this sub-paragraph are to be construed as part of your grant of rights to us in your User Content. 

9.5.         No Compensation.  No compensation will be paid with respect to Notarize's use of your User Content.  You shall have no right of approval of Notarize’s use of your User Content as provided for herein. 

9.6.         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.

9.7.          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.

9.8.         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 at the time services are rendered, unless you are accessing the Platform pursuant to an arrangement with a Business Subscriber that has agreed to pay all such fees on your behalf.  Except solely for refunds covered by our Express Limited Warranty, all payments are non-refundable.  You will be responsible for taxes associated with your receipt of the Services.  The fees you pay for the Services represent a combined total of (a) fees for the notary’s notarial acts, (b) fees for software services, video services, record-keeping support and other functions provided by the Platform, and (c) fees for other requested Services, if any.

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 notaries 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:

11.1.      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.

11.2.      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.

11.3.      Submit material that is intentionally false, defamatory, unlawfully threatening or unlawfully harassing.

11.4.      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.

11.5.      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.

11.6.      Use the Platform to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms.

11.7.      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." 

11.8.      Use the Platform to test or reverse engineer the Platform in order to find limitations, vulnerabilities or to evade filtering capabilities.

11.9.      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.

11.10.   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 any intended recipient, including Notarized Record Recipients, will accept your Notarized Record, or that they will accept an electronically-signed or electronically-notarized document, or that the Notarized Record will be accepted or deemed valid for its intended purpose.  With respect to acceptance, we recommend that you confirm acceptance, beforehand, with your intended Notarized Record Recipient.  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 at support@notarize.com.

15.           No Legal Advice.  In the course of receiving our Services, you may be provided with general  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.  Notarize and the notaries to whom you connect through the Platform are not attorneys or a law firm, and are not licensed to provide legal advice.  If you have any questions concerning the legal effect of electronic signatures or electronic 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, Notarized Record Recipients or Business Subscribers, 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 or place 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 NOTARIAL SERVICES AND THAT YOU WISH TO PROCEED WITH THE TRANSACTION UNDERSTANDING THAT YOU WILL BE LEGALLY 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.           Confirmations By Those Accessing the Platform or Services from Outside the United States.  If at the time you access the Website or Platform or request the Services you are physically  located outside the United States, you explicitly represent, acknowledge and warrant to us and to the notary, as follows: (i) that it is not illegal or prohibited in the jurisdiction in which you are physically located at the time of the notarial act for you to seek, or for the notary on our Platform to provide, the requested notarial act; and (ii) that the document or record is part of or pertains to a matter that is to be filed with or relates to a matter before a court, governmental entity, public official, or other entity located in the territorial jurisdiction of the United States, or involves property located in the territorial jurisdiction of, or a transaction substantially connected with, the United States.

19.           Limited Express Warranty and Exclusive Remedy, and Disclaimer of All Other Warranties.

19.1.      Limited Express Warranty; Exclusive Remedy.  THIS SECTION 19.1 APPLIES TO A REGISTERED SIGNATORY USER AND NOT TO A BUSINESS SUBSCRIBER.  If a notarial act performed by a Notarize notary (i) is not accepted by your intended recipient due to the notarization, or (ii) is later found invalid by a court of competent jurisdiction based upon the notarization; or if any other Service provided by Notarize is deemed defective, invalid or ineffective in any way; Notarize will refund all fees, if any, you have directly and personally paid to Notarize for the notarial act or other Service in question (a "Full Refund").  This refund provision does not apply to fees, if any, paid on your behalf for the Services by a Business Subscriber, because our relationship with Business Subscribers is governed by the separate Terms of Service relating to them, and also potentially by separate individual written agreements between us and them.  THE PAYMENT BY NOTARIZE OF A FULL REFUND SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY ARISING OUT OF OR RELATING TO NON-ACCEPTANCE OR INVALIDATION OF THE NOTARIAL ACT OR OTHER SERVICE IN QUESTION, AND FOR ANY CLAIMED DAMAGES RESULTING FROM SUCH NON-ACCEPTANCE OR INVALIDATION OR DEFECT BASED UPON THE NOTARIZATION OR NOTARIAL ACT OR SERVICE.  IT IS YOUR RESPONSIBILITY TO VERIFY THAT YOUR DOCUMENT IS ELIGIBLE FOR ELECTRONIC SIGNATURE AND NOTARIZATION, THAT YOUR  INTENDED RECIPIENT WILL RECOGNIZE AS VALID AND ACCEPT A DOCUMENT NOTARIZED VIA AUDIO-VIDEO COMMUNICATION UNDER APPLICABLE VIRGINIA LAW, AND THAT THE NOTARIZED DOCUMENT WILL BE LEGALLY VALID AND BINDING FOR YOUR INTENDED PURPOSES.  YOU MUST CONSULT AND RELY ON YOUR OWN LEGAL COUNSEL FOR DETERMINATIONS AS TO SUCH ELIGIBILITY, VALIDITY, AND ACCEPTANCE.

19.2.      EXCEPT SOLELY FOR THE LIMITED EXPRESS WARRANTY PROVIDED TO REGISTERED SIGNATORY USERS AS SET FORTH IN SECTION 19.1 ABOVE, THE PLATFORM AND ALL SERVICES AND CONTENT WITHIN IT ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NOTARIZE EXPRESSLY DISCLAIMS: (i) ALL OTHER 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, OR FOR A DOCUMENT LATER DEEMED BY A COURT OR OTHER PARTY TO BE INVALID BY BEING ELECTRONICALLY NOTARIZED BY AUDIO-VIDEO COMMUNICATION; (iv) ANY RESPONSIBILITY FOR THE USE OR DISPLAY OF YOUR USER CONTENT IN THE COURSE OF PROVIDING THE SERVICES OR THE VERIFICATION PORTAL OR COMPLYING WITH REQUESTS FOR ACCESS TO INFORMATION ABOUT NOTARIAL ACTS; AND (v) 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.  NOTE THAT SOME STATES DO NOT PERMIT DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH CASE CERTAIN OF THE FOREGOING PROVISIONS MAY NOT APPLY TO YOU.  

20.           No Consequential or Indirect Damages. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO CLAIMS ASSERTING BREACH OF CONTRACT, TORT, NEGLIGENCE, PRODUCT DEFECT, STATUTORY CLAIMS, OR ANY OTHER CLAIM WHATSOEVER, WILL NOTARIZE OR ANY NOTARY PROVIDING SERVICES ON THE PLATFORM 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.

21.           Limitation of Liability. Your exclusive remedy for, and the limit of liability for Notarize and for any notary who provides notarial acts or other Services through the Platform, with respect to any claim for damages or other relief whatsoever arising out of a claim that a notarization performed through Notarize was not accepted by your intended recipient due to the notarization, or that the notarized document was later found invalid by a court of competent jurisdiction based upon the notarization, or that any other Service was defective, invalid or ineffective for any reason, is set out in Section 19.1 (Limited Express Warranty; Exclusive Remedy).  IRRESPECTIVE OF WHETHER YOUR CLAIMS ARISE OUT OF THE SERVICES, THE VALIDITY OF THE NOTARIAL ACT, THE PLATFORM, NOTARIZE CONTENT, USE OR DISPLAY OF YOUR USER CONTENT, OR ANY OTHER CAUSE OR EVENT ASSOCIATED WITH THIS AGREEMENT, IN NO EVENT SHALL NOTARIZE’S TOTAL AGGREGATE LIABILITY TO YOU, UNDER ANY CLAIM, THEORY OR CIRCUMSTANCE WHATSOEVER, EXCEED THE SUM OF $5,000.

22.           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.  

23.           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.

24.           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. 

25.           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.

26.           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.

27.           Mandatory Arbitration of Disputes and No Class Actions.

27.1.      Arbitration of Disputes. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, THE PLATFORM, YOUR TRANSACTIONS WITH NOTARIZE OR WITH NOTARIES FACILITATED BY THE PLATFORM, OR THE SERVICES, WILL BE RESOLVED BY BINDING ARBITRATION CONDUCTED BEFORE ONE ARBITRATOR, RATHER THAN IN COURT.  The arbitration shall be administered by the Judicial Arbitration and Mediation Services (”JAMS”) pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the “JAMS Rules”).  Either party may initiate the arbitration. The arbitration will be conducted in Arlington County in the Commonwealth of Virginia, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.  Payment of all fees will be governed by JAMS Rules.

27.2.      No Class Actions.  There shall be no authority for any claims to be arbitrated on a class or representative basis.  ANY AND ALL CLAIMS SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND MAY NOT BE CONSOLIDATED WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY AND CANNOT BE BROUGHT AS A CLASS ACTION.  The arbitrator is authorized to decide only the Party’s individual claims; and the arbitrator shall not consolidate or join the claims of other persons or parties who may be similarly situated (the "Individual-Claims-Only Requirement").   If the Individual-Claims-Only Requirement is determined to be invalid or unenforceable, then this Section 27 (Mandatory Arbitration) will be null and void.  But the remainder of this Agreement will still apply.   Moreover, if this entire Section 27 (Mandatory Arbitration) is null and void, 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.

28.           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. 

29.           Survival. The 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 19 (Notarize Limited Express Warranty and Disclaimer of Other Warranties); (iv) Section 20 (No Consequential or Indirect Damages); (v) Section 21 (Limitation of Liability); (vi) Section 22 (Indemnity); (vii) Section 25 (Assignment); (viii) Section 26 (Choice of Law); (ix) Section 27 (Mandatory Arbitration of Disputes and No Class Actions); (x) Section 28 (General); and (xi) Section 29 (Survival).

30.           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.

31.           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

32.           Effective Date. The effective date of these Terms is August 14, 2017.

33.           Copyright and Legal Notice. Copyright © 2017 Notarize, Inc. All Rights Reserved.


 

Notarize Terms of Use, E-SIGN Disclosure and Consent, And Acknowledgment 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 YOUR UNDERSTANDING 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 28(Choice of Law; Notarial Commissions and Powers; Place of Notarial Act) and SECTION 29 (Mandatory Arbitration of Disputes and No Class Actions).

THIS AGREEMENT INCLUDES, IN SECTIONS 3 AND 4, AN E-SIGN DISCLOSURE AND CONSENT, AND IN SECTION 29, A REQUIREMENT THAT DISPUTES BE ARBITRATED AND A WAIVER OF CLASS ACTIONS.  THIS AGREEMENT ALSO COVERS THE RECORDING OF A USER’S AUDIO-VIDEO SESSION AND OTHER SESSION DATA. PLEASE REVIEW THESE PROVISIONS CAREFULLY.

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, payment information, personal or identity information relating to you or your customers (including those who become Registered Signatory Users), transaction or business information, documents in connection with which you seek the Services, and information obtained and data recorded (including the recording made of the audio-video session between you or a Registered Signatory User and a notary) during a transaction involving notarial or other Services  ("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 data, documents and 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 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 checking the box confirming that you have read and accept these Terms of Service and our Privacy Policy.  Certain Business Subscribers enter into additional or separate agreements with Notarize, and such agreements apply to the dealings between the parties in accordance with their terms. 

These Terms and our Privacy Policy are updated from time to time.  Continuing to access or use the Platform after revised Terms and Conditions are posted constitutes your acceptance and agreement to the changes.  Accordingly, please check these Terms and our Privacy Policy regularly so you are aware of any changes, as they are binding on you.

3.              Business Subscriber’s Consent to Conducting Transactions by Electronic Means.  This Disclosure and Consent provides you with important information about using our Services and our Platform.  In connection with each transaction which brings you to our Platform to use our Services, you may be entitled by law to receive certain information “in writing” – which means you would be entitled to receive it on paper.  If you choose to receive such information electronically, and also to conduct transactions with us and to view, sign and access your documents electronically, you must consent to do so.  Your consent is set forth below.

3.1.         Consent to Use Electronic Means; Scope. You agree to receive the Services and to conduct transactions over our Platform by electronic means. You also consent to receive, by electronic means, all documents and communications relating to your transactions and involving use of our Platform and our Services. We and any other business involved in providing the documents for which you are accessing our Platform and Services will communicate with you electronically, including over the internet and by email or through notices we post via the Platform.  You are providing this Consent to us, and also for the benefit of all other parties providing documents as part of your transactions on our Platform.  In addition to the foregoing, you consent to do all the following by electronic means rather than in paper form:  (i) convey, receive, access and view documents, (ii) acknowledge your signature, be placed under oath, or do those things necessary for all required notarial acts, (iii) communicate via an internet-based audio/video link with us, (iv) create an electronic signature and use it to sign all documents, as required, and (v) receive all documents, notices and communications, as electronic records, via email and an internet link which you can use to view, download or print for your records.

3.2.         Withdrawal of Consent.  You may choose not to consent to conduct transactions and communications by electronic means, or to withdraw your consent at any time.  To do so, please notify us at support@notarize.com.  But 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 or use our Services, and will no longer be able to conduct new transactions with Notarize, as it is an electronic web-based service for remote electronic notarization and related Services over an internet and audio/video link.  All actions taken by you before withdrawal of consent, including signing of documents and otherwise using the Services, remain valid and enforceable even after a subsequent withdrawal of your consent to conduct transactions by electronic means.

3.3.         Requests for Certain Materials in Paper Form.  After any signing session is complete, all documents for a transaction in which you are involved will be available to you to view and print via an internet link that will be provided to you at the email address you’ve provided to us.  In addition, you may request from us, at support@notarize.com, a paper copy of this consent and these Terms of Service.  If applicable law requires us to provide you with access to your signed and notarized documents or other communications 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.  If you wish to receive any documents related to your transaction in paper form prior to signing, you will need to obtain them from the source which originally provided them to you. 

3.4.         Questions about your transaction itself? If you have any questions about the underlying documents or transactions for which you wish to use our Services and our Platform, including what the documents mean, please direct those questions to the party asking you to have the document signed and/or notarized, or to its intended recipient, or to your attorney, who will be able to answer those questions for you.

3.5.         Viewing Documents During and After Your Signing Session.  Documents shown in the web browser during the electronic signing and notarization process are a rendering of the actual document. This rendering looks the same as the electronic document, but has added features that facilitate the online viewing and signing process.  If your signature is required and you choose to sign, your electronic signature will be placed by you on the document.  After the signing session, you may access and view your signed and notarized documents using an internet link that will be provided to you after the session is complete

3.6.         Consent to Use Electronic Signature. You agree to create or adopt and use an electronic signature to sign all documents or forms requiring your signature or initials.  You understand that your electronic signature and initials on a document or form are just as valid and legally binding on you as your pen and ink signature and initials.

3.7.         Consent to Recording of Video and Transaction Information. Your notarial transaction is important and our Platform creates a record of your session (and that of any of your customers who become Registered Signatory Users) with the notary and of the entire process.  The data from any such session will be electronically stored by us. It may also be stored by other parties such as parties to your transaction who have the right or your permission to do so, or other parties pursuant to applicable agreements, or parties entitled to do so under applicable law.  The data from any such session includes the background information you or your Registered Signatory User provides, images of provided photo-ID and other ID credentials, results of database searches and credential analysis to validate a signer’s identity, the completed documents, session and connection information, all information required for the notary’s journal, and the recording of the audio-video session with the notary.  We take very seriously the privacy and security of your data.  Our use and disclosure of your data is governed by applicable law and these Terms of Service and our Privacy Policy.

3.8.         Indicating your Consent.  By setting up your account on our Platform and consenting to these Terms of Service and by using our Services, you consent to conduct your transactions on our Platform and to receive all communications electronically, and also to sign and receive Documents according to the process described above.  You also confirm that you have the hardware and software required (as specified in the following section) to use the Platform and Services and to access, view, sign, receive (and if desired) print the Documents provided to you in electronic form.

4.              System Requirements; Changes to Requirements.  You understand and represent that your systems include, at a minimum, software and hardware as set forth below, and that you are able to access and use the Platform and our Services using your systems:

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:

4.1.1.    A PC or MAC computer with one of the following operating systems and memory adequate to access, view and (if desired) store and print documents: (i) Windows Vista or later; or (ii) Mac OS X 10.6 or later, or an iOS device running versions of iOS and the Notarize app, both dated as of February, 2016 or later;

4.1.2.    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

4.1.3.    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, and a webcam, microphone and speaker sufficient to engage in a real-time audio-video conference. 

4.1.4.    For PC or MAC computer access, 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.

4.1.5.    Internet connected E-mail capability.

4.1.6.    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 3 (Business Subscriber’s Consent to Conducting Transactions By Electronic Means). Using our system after notification of such changes is reaffirmation of your consent.

5.              Our Services to Business Subscribers. The Platform is designed to facilitate electronic notarization services and other related services, such as electronic signature services, services related to loan closings and registration and recording of documents with public agencies and other entities, and other services which support and relate to the transactions for which individuals and businesses seek to use the remote notarization services on our Platform, including without limitation  identity validation services, payment processing, integrations with other systems, document management and administrative processes, and access to information and educational content.

5.1.         Business Subscribers and Their Customers.  As a Business Subscriber, you are entitled to access and to provide your customers with access to our Services via your Business Subscriber Account and in accordance with these Terms.  Generally, a Business Subscriber does not use the notarization or e-signature services provided by our Platform directly; rather, a Business Subscriber generally uses those features of our Platform which allow the Business Subscriber to make such services available to its customers who, in connection with the Business Subscriber’s business, need to have forms signed and/or notarized.  In that instance, such customers would become Registered Signatory Users on the Platform.  A Business Subscriber and its employees may also personally use the notarization or e-signature services provided by our Platform, in which case the Business Subscriber or its employees will be deemed, for the purpose of such specific transaction, to be Registered Signatory Users; as such, they must register and agree to be bound by the Terms of Service applicable to Registered Signatory Users and must in all other respects go through the same identity verification and other processes as would any Registered Signatory User on the Platform. 

5.2.         Description of Services.  To provide your customers with acces to our Platform and Services, 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.  For example, if you need a document signed using electronic means, or to have a signature on a document notarized, or to have another other notarial act or other Service (as agreed with us) performed for one of your customers who becomes a Registered Signatory Users, you (or the Registered Signatory User) can register, provide payment information and identity information and credentials, and upload (or provide a link for your customer to become a Registered Signatory User and to upload) the document to 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 identity was confirmed through database access and other processes, and then watch the Registered Signatory User signs and acknowledges his or her signature on the uploaded document, provide the oath or affirmation, or undertake other steps required for other notarial services or other available Services requested (if we make such other Services available via our Platform). Through the video link, the notary will confirm the foregoing and complete the other tasks necessary for the applicable notarial and other agreed Services.  THE DATA FROM YOUR INTERACTION (OR FROM YOUR REGISTERED SIGNATORY USER’S INTERACTION) WITH US AND WITH A NOTARY ON OUR PLATFORM, INCLUDING WITHOUT LIMITATION IDENTITY INFORMATION AND CREDENTIALS AND VALIDATION, THE DOCUMENT SIGNED AND/OR NOTARIZED, THE TRANSACTION DATA, THE NOTARIAL ACT, AND THE INTERACTION WITH THE NOTARY VIA AUDIO-VIDEO, WILL BE RECORDED AND PRESERVED BY US (AND POTENTIALLY BY OTHER PARTIES TO THE TRANSACTION, PER AGREEMENT AND AS PROVIDED BY LAW) AS THE RECORD OF THE SESSION.

5.3.         After the document signing session is complete, Notarize then sends an email to the Registered Signatory User, and also to you if such communication is approved pursuant to your agreement with the Registered Signatory User.  The email includes a link and information about how to access the signed and (if applicable) notarized document (the “Notarized Record”) 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”).  If so directed by you in accordance with your agreement with your customer who becomes a Registered Signatory User, a link and information about how to access the Notarized Record and (subject to access permissions granted by you) the Notarize verification portal, will also be send directly to a specified Notarized Record Recipient. 

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 specified 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. In addition, with respect to each completed transaction for a Registered Signatory User who accessed the Platform through a link or connection provided by you, you may receive (if your agreement with the Registered Signatory User so provides) codes and information needed to access the Notarized Record and also specified transactional information and the video recording of the transaction maintained in the Platform’s verification portal.  If you provide these codes and access information to a Notarized Record Recipient or other third party, they will be able to view the Notarized Record document and all the information accessible through those access codes on the Platform’s verification portal.  Accordingly, we recommend that you maintain all such access codes and information in your control and provide that access information to Notarized Record Recipients or to third parties as you consider appropriate.  

8.              Notarized Records and Documents; Retention.  Our Platform is designed to facilitate the notarization of signatures upon documents and the provision of other notarial and other Services (where available) between Registered Signatory Users and a commissioned 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 laws permitting documents to be signed electronically and notarized using electronic means (including by means of audio-video communication) do not apply to all agreements and documents (and may not apply, for example, to laws governing the creation and execution of wills and testamentary trusts and to certain documents to be filed with courts), 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. In accordance with such permissions and access rights as are provided to you, 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. Without limiting the foregoing, you grant Notarize the right to capture and store all data and information relating to your account, your customer’s transaction on the Platform including their identity validation information and credentials, and other information relating to the notarial transaction and other requested Services, including without limitation the audio-video record of the session, a digital copy of all documents transmitted to us, all transaction and session information, and all notarial acts and other Services performed as part of our Services.  You further grant Notarize the right to transmit and display to Notarized Record Recipients the Notarized Records and key transactional and (as authorized) identity validation information, and also to display such information on our Verification Portal in accordance with the procedures that govern the Portal from time to time. In connection with performing a notarial transaction, you further grant Notarize the right to convey your User Content and notarial transaction information to a customer of yours who is a Registered Signatory User who accesses our Platform and Services through an arrangement with you; and you grant Notarize the right to convey all such information to any other parties to your transaction in accordance with such rights and permissions as you have given them.  You further grant Notarize the right to transmit all or part of your User Content to third-party service providers whose services we may use to support or provide all or part of the Services provided to you by the Platform, such as identity validation services, video services, web services and the like.  You further grant Notarize the right to store, maintain and provide access to the User Content and notarial transaction information in the notary’s journal as provided by law, and to display such information, along with other User Content, to government officials who have a right to see such information, and to other authorized persons or entities as provided by your agreements with them or by applicable law.  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 Record and Display Audio-Video and Transaction Data.  Without in any way limiting your grant to us of rights in your User Content as set forth above (or such rights as we are granted in your Registered Signatory User’s Content), by establishing an account and participating in any transaction on the Platform and by using our Services (including directly using our Platform’s notarial and electronic signature services), you grant to us the right to record, use, reformat, index, store, archive, copy, display, publish, reproduce and distribute, in any manner or medium now known or hereafter existing, the audio and video recording of your image, likeness and voice, along with your connection information, device information and session information, and also your personal data and identity credentials (including any photos thereon) and the Notarized Records, for any legitimate business purpose associated with your transaction and your use of the Platform and the Services, and for all other purposes as provided by law.  You understand that your use of the Platform is in connection with an important transaction involving the official act of a notary, and that the record of the transaction and associated data, including the audio-video recording, are important records.  The right of third parties to access, view, copy, use and display these records may have been granted by you in agreements you have with a customer/Registered Signatory User or other parties to a transaction, and is also governed by these Terms of Service and our Privacy Policy and by applicable law.  You agree to control your environment during your session on the Platform so that no other parties are visible or audible on the audio-video recording; but if such identifiable parties are present and visible and/or audible, you hereby confirm to us that they are present pursuant to your invitation and that you have the right and authority to grant to us, on their behalf, all the same rights in their image, voice and likeness as you grant to us herein.  For avoidance of doubt, all the rights granted in this sub-paragraph are to be construed as part of your grant of rights to us in your User Content.

11.4.      Right to Use Identity Credentials and Data to Verify Your Identity.  A key foundation of the notarial act and of your related transactions on the platform, is our ability to verify that you are who you claim to be.  In addition to the above rights, if you choose to participate on the Platform in using our e-signature and notarization services directly, you grant to us the right to record, use, reformat, index, store, archive, copy, display, publish, reproduce and distribute, in any manner or medium now known or hereafter existing, the identity credentials and the photos and data thereon, as well as your background and account information you provide to us, as well as your responses to knowledge-based questions drawn from third-party databases, in order to verify your identity for all purposes associated with your transactions on the Platform.  We may perform this identity verification directly or through others acting on our behalf, by accessing public or private databases including credit records, by engaging third party service providers to perform identity verification services, by using software or hardware forensic analysis tools or products, by scanning the bar code or performing photo analysis or recognition on your government-issued photo ID, by looking for evidence of manipulation or tampering on your ID credentials, or by any other means or technology or method allowed by law.  The notary in your transaction will also review your identity information and credentials, as well as the results of any of the foregoing identity verification methods, to satisfy himself or herself of your identity in accordance with applicable law.  Your above grant of rights to us includes the right to record, use, reformat, index, store, archive, copy, display, publish, reproduce and distribute, in any medium or by any method now known or hereafter existing, the results of these identity verification processes for any legitimate business purpose associated with your transaction and your use of the Platform and the Services, and for all other purposes as provided by law.  For avoidance of doubt, all the rights granted in this sub-paragraph are to be construed as part of your grant of rights to us in your User Content.

11.5.      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.

11.6.       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.

11.7.      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.  The fees you pay for the Services represent a combined total of (a) fees for the notary’s notarial acts, (b) fees for the software services, video services, record-keeping support and other functions provided by the Platform, and (c) fees for other requested Services, if any.

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

13.1.               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.

13.2.               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.

13.3.               Submit material that is intentionally false, defamatory, unlawfully threatening or unlawfully harassing.

13.4.               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.

13.5.               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.

13.6.               Use the Platform to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms.

13.7.               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." 

13.8.               Use the Platform to test or reverse engineer the Platform in order to find limitations, vulnerabilities or to evade filtering capabilities.

13.9.               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.

13.10.            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 any intended recipient, including Notarized Record Recipients will accept your Notarized Records or the Notarized Records of your Registered Signatory Users, or that they will accept an electronically-signed or electronically-notarized document, or that such Notarized Records will be accepted or deemed valid for their intended purpose.  With respect to acceptance, we recommend that you confirm acceptance, beforehand, with your intended Notarize Record Recipient.  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 at support@notarize.com.

17.           No Legal Advice.  In the course of receiving our Services, you may be provided with general 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.  Notarize and the notaries to whom your Registered Signatory Users connect through the Platform are not attorneys or a law firm, and are not authorized to provide legal advice.  If you have any questions concerning the legal effect of electronic signatures or electronic 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.           Confirmations Regarding Access To The Platform or Services from Outside the United States. If at the time you or those of your customers who are Registered Signatory Users access the Website or Platform or request the Services you, or they, are physically  located outside the United States, you explicitly represent, acknowledge and warrant to us and to the notary, as follows: (i) that it is not illegal or prohibited in the jurisdiction in which you or they are physically located at the time of the notarial act for you to seek, or for the notary on our Platform to provide, the requested notarial act; and (ii) that the document or record is part of or pertains to a matter that is to be filed with or relates to a matter before a court, governmental entity, public official, or other entity located in the territorial jurisdiction of the United States, or involves property located in the territorial jurisdiction of, or a transaction substantially connected with, the United States.

21.           Limited Express Warranty and Exclusive Remedy, and Disclaimer of All Other Warranties. 

21.1.      Limited Express Warranty; Exclusive Remedy.  THIS SECTION 21.1 APPLIES TO A BUSINESS SUBSCRIBER AND NOT TO A REGISTERED SIGNATORY USER.  If a notarial act performed by a Notarize notary for you or a Registered Signatory User who is a customer of yours and accessed the Platform for a notarial transaction through a link or other connection provided by you: (i) is not accepted by the intended recipient due to the notarization, or (ii) is later found invalid by a court of competent jurisdiction based upon the notarization; or if any other Service provided by Notarize is deemed defective, invalid or ineffective in any way; Notarize will refund all fees, if any, you have directly paid to Notarize (on your behalf or on behalf of your Registered Record Recipient) for the notarial act or other Service in question (a "Full Refund").  This refund provision does not apply to fees, if any, paid for the Services directly and personally by a Registered Signatory User, because our limited express warranty agreement with such Registered Signatory Users is governed by the separate Terms of Service relating to them.  THE PAYMENT BY NOTARIZE OF A FULL REFUND SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY ARISING OUT OF OR RELATING TO NON-ACCEPTANCE OR INVALIDATION OF THE NOTARIAL ACT OR OTHER SERVICE IN QUESTION, AND FOR ANY CLAIMED DAMAGES RESULTING FROM SUCH NON-ACCEPTANCE OR INVALIDATION OR DEFECT BASED UPON THE NOTARIZATION OR NOTARIAL ACT OR OTHER SERVICE.  IT IS YOUR RESPONSIBILITY TO VERIFY THAT YOUR DOCUMENTS AND THOSE OF YOUR CUSTOMERS WHO BECOME REGISTERED SIGNATORY USERS THROUGH YOU ARE ELIGIBLE FOR ELECTRONIC SIGNATURE AND NOTARIZATION, THAT YOUR INTENDED RECIPIENTS WILL RECOGNIZE AS VALID AND ACCEPT A DOCUMENT NOTARIZED VIA AUDIO-VIDEO COMMUNICATION UNDER APPLICABLE VIRGINIA LAW, AND THAT THE NOTARIZED DOCUMENT WILL BE LEGALLY VALID AND BINDING FOR YOUR INTENDED PURPOSES.  YOU MUST CONSULT AND RELY ON YOUR OWN LEGAL COUNSEL FOR DETERMINATIONS AS TO SUCH ELIGIBILITY, VALIDITY, AND ACCEPTANCE

21.2.      EXCEPT SOLELY FOR THE LIMITED EXPRESS WARRANTY PROVIDED TO YOU AS SET FORTH IN SECTION 21.1 ABOVE, THE PLATFORM AND ALL SERVICES AND CONTENT WITHIN IT ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NOTARIZE EXPRESSLY DISCLAIMS: (i) ALL OTHER 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, OR FOR A DOCUMENT LATER DEEMED BY A COURT OR OTHER PARTY TO BE INVALID BY BEING ELECTRONICALLY NOTARIZED BY AUDIO-VIDEO COMMUNICATION; (iv) ANY RESPONSIBILITY FOR THE USE OR DISPLAY OF YOUR USER CONTENT IN THE COURSE OF PROVIDING THE SERVICES OR THE VERIFICATION PORTAL OR COMPLYING WITH REQUESTS FOR ACCESS TO INFORMATION ABOUT NOTARIAL ACTS; AND (v) 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.  NOTE THAT SOME STATES DO NOT PERMIT DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH CASE CERTAIN OF THE FOREGOING PROVISIONS MAY NOT APPLY TO YOU. 

22.           No Consequential or Indirect Damages. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO CLAIMS ASSERTING BREACH OF CONTRACT, TORT, NEGLIGENCE, PRODUCT DEFECT, STATUTORY CLAIMS, OR ANY OTHER CLAIM WHATSOEVER, WILL NOTARIZE OR ANY NOTARY PROVIDING SERVICES ON THE PLATFORM 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.

23.           Limitation of Liability.  Your exclusive remedy for, and the limit of liability for Notarize and for any notary who provides notarial acts or other Services through the Platform, with respect to any claim for damages or other relief whatsoever arising out of a claim that a notarization performed through Notarize was not accepted by your intended recipient due to the notarization, or that the notarized document was later found invalid by a court of competent jurisdiction based upon the notarization, or that any other Service was defective, invalid or ineffective for any reason, is set out in Section 21.1 (Limited Express Warranty; Exclusive Remedy).  IRRESPECTIVE OF WHETHER YOUR CLAIMS ARISE OUT OF THE SERVICES, THE VALIDITY OF THE NOTARIAL ACT, THE PLATFORM, NOTARIZE CONTENT, USE OR DISPLAY OF YOUR USER CONTENT, OR ANY OTHER CAUSE OR EVENT ASSOCIATED WITH THIS AGREEMENT, IN NO EVENT SHALL NOTARIZE’S TOTAL AGGREGATE LIABILITY TO YOU WITH RESPECT TO ANY NOTARIAL ACT, UNDER ANY CLAIM, THEORY OR CIRCUMSTANCE WHATSOEVER, EXCEED THE SUM OF $5,000. 

24.           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. 

25.           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.

26.           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. 

27.           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.

28.           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.

29.           Mandatory Arbitration of Disputes and No Class Actions.

29.1.      Arbitration of Disputes. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, THE PLATFORM, YOUR TRANSACTIONS WITH NOTARIZE OR WITH NOTARIES FACILITATED BY THE PLATFORM, OR THE SERVICES, WILL BE RESOLVED BY BINDING ARBITRATION CONDUCTED BEFORE ONE ARBITRATOR, RATHER THAN IN COURT.  The arbitration shall be administered by the Judicial Arbitration and Mediation Services (”JAMS”) pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the “JAMS Rules”).  Either party may initiate the arbitration. The arbitration will be conducted in Arlington County in the Commonwealth of Virginia, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.  Payment of all fees will be governed by JAMS Rules.

29.2.      No Class Actions.  There shall be no authority for any claims to be arbitrated on a class or representative basis.  ANY AND ALL CLAIMS SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND MAY NOT BE CONSOLIDATED WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY AND CANNOT BE BROUGHT AS A CLASS ACTION.  The arbitrator is authorized to decide only the Party’s individual claims; and the arbitrator shall not consolidate or join the claims of other persons or parties who may be similarly situated (the "Individual-Claims-Only Requirement").   If the Individual-Claims-Only Requirement is determined to be invalid or unenforceable, then this Section 29 (Mandatory Arbitration) will be null and void.  But the remainder of this Agreement will still apply.   Moreover, if this entire Section 29 (Mandatory Arbitration) is null and void, 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.  

30.           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.

31.           Survival. The 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 21 (Notarize Limited Express Warranty and Disclaimer of Other Warranties); (iv) Section 22 (No Consequential or Indirect Damages); (v) Section 23 (Limitation of Liability); (vi) Section 24 (Indemnity); (vii) Section 27 (Assignment); (viii) Section 28 (Choice of Law); (ix) Section 29 (Mandatory Arbitration of Disputes and No Class Actions); (x) Section 30 (General); and (xi) Section 31 (Survival).

32.           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.

33.           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

 

34.           Effective Date. The effective date of these Terms is August 14, 2017.

35.           Copyright and Legal Notice. Copyright © 2017 Notarize, Inc. All Rights Reserved.