Notary Terms and Conditions!
Last Updated: July 7, 2020
These Notary Terms and Conditions (“Notary Agreement”) is made between Online Notary Center, Inc. and you acting as a Notary Public (“You” or “Your”) pursuant to the terms and conditions of the Online Notary Center, Inc. Subscriber Terms and Conditions or other such agreement executed by the parties (“Signature Agreement”) by clicking a box indicating your acceptance. You agree to the terms of this Notary Agreement as of the date of Your acceptance (“Effective Date”). If You do not agree to this Notary Agreement, you may not use the Online Notary Center, Inc. services for electronic notarization. Any term not otherwise defined herein shall have the meaning specified in the Signature Agreement. In the event of any inconsistency or conflict between the Signature Agreement and this Notary Agreement, these terms shall control with respect to electronic notarization services. Each party agrees as follows:
- NOTARY SERVICE.
- The Online Notary Center, Inc. electronic notarization service (“Notary Service”) is a feature in the Online Notary Center, Inc. Signature application that enables commissioned notaries to perform electronic notarizations using Online Notary Center, Inc. electronic signatures. You acknowledge that, although electronic notarizations may be accepted in certain states generally, certain counties, cities, agencies, entities, businesses etc., may not accept electronically notarized documents.
- Online Notary Center, Inc. is not responsible for determining whether any document: (a) is subject to an exception in applicable electronic notarization laws; (b) is subject to any particular agency rules or regulations pertaining to electronic notarization; or (c) can be notarized electronically under applicable law.
- You understand that Online Notary Center, Inc. may supply a self-signed digital certificate; however, some states may require You to either purchase a digital certificate from the state directly or to purchase one from a trusted certificate authority. You are responsible for meeting any digital certificate requirements, and Online Notary Center, Inc. is not responsible for the cost of acquiring the certificate or for the effectiveness of any purchased digital certificate.
- You acknowledge that, by using the Notary Service, You consent to electronic notary journal entries and eContracts being made available to the Secretary of State or other reviewing government agency in charge of commissioning You as a notary. Online Notary Center, Inc. makes no representations and warranties that the Online Notary Center, Inc. electronic notary journal feature is sufficient to meet Your legal reporting requirements.
- This Notary Agreement provides You the right to use the Online Notary Center, Inc. product(s) or related documentation and/or services offered under the Online Notary Center, Inc. Notary Service for the Notary Agreement Term, as defined below in Section 4.1. The right to use the Notary Service is limited to You and is governed by the confidentiality obligations set forth in the Signature Agreement in regard to the functionality and details, as well as Your use, of the Notary Service.
- If You are granted access to Online Notary Center, Inc. API(s) for the purpose of using the Notary Service, You agree to limit use of the Online Notary Center, Inc. API(s) to the Notary Service. You further agree that Online Notary Center, Inc. cannot ensure the Online Notary Center, Inc. API has backwards compatibility for the Notary Service. You may not be notified of deprecation, removal, or functional modification of an existing Online Notary Center, Inc. API method or function before this change happens and You may be required to make changes to Your application before general availability.
- Online Notary Center, Inc. may communicate to a third party, advertise, or publicly announce Your participation in the Notary Service, which may include the use of Your trade name, trademark, service mark, or other information that identifies You in Online Notary Center, Inc. ’s marketing and publicity activities; provided (1) Online Notary Center, Inc. will not make any false, misleading or disparaging statements regarding You in the course of any sales, marketing, publicity, and other activities, (2) You may provide Your logo to Online Notary Center, Inc. for use solely in connection with activities under this Notary Agreement, and (3) You agree to participate in marketing validation feedback and customer advocacy support which may include, but not limited to feedback surveys, case studies, user conferences, testimonials, and reference calls.
- You agree to share feedback to Online Notary Center, Inc. concerning the functionality, user experience and/or performance (including identifying potential errors and improvements) of the Notary Service (“Feedback”), and hereby assign to Online Notary Center, Inc. all right, title, and interest in and to the Feedback. Online Notary Center, Inc. is free to make unrestricted use of the Feedback, including but not limited to, incorporation of such Feedback into the Notary Service or other software products without any necessity of payment to You. You represent and warrant that You are the sole owner of the Feedback, or otherwise have the unfettered right or license to make the foregoing assignment. Any Feedback shall be Online Notary Center, Inc. ’s Confidential Information.
- NOTARY’S RESPONSIBILITIES.
- As between You and Online Notary Center, Inc. , You are solely responsible for the nature and content of all materials, works, data, statements, and other visual, graphical, video, and written or audible communications submitted by You or otherwise processed through Your Account, the Online Notary Center, Inc. Signature application, or under any Order Form or SOW subject to this Notary Agreement. Accordingly, You will not use or permit the use of the Notary Service: (a) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (b) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (c) in any manner that is likely to damage, disable, overburden, or impair the System or the Notary Service; or (d) in any way that constitutes or encourages conduct that could constitute a criminal offense.
- You are responsible for (a) confirming acceptance of the electronically notarized document prior to using Online Notary Center, Inc. Signature; (b) recognizing and identifying the parties of interest in all transactions (c) conducting all notary business in accordance with all applicable federal, state, and local laws and regulations at all times, including but not limited to: (i) maintaining an active commission with the jurisdiction where the transactions take place, (ii) recording the required information for each notarial act, and (iii) refraining from any act or omission that would be grounds for suspension or revocation of a commission; and (d) maintaining the confidentiality of Your Account names and password(s) such that Your Account remains within Your sole control.
At all times, Online Notary Center, Inc. and You are independent contractors, and neither party is the agent or representative of the other. This Notary Agreement is not intended to create a joint venture, partnership, or franchise relationship between the parties. Third parties do not benefit from and cannot enforce this Notary Agreement. There are no third-party beneficiaries to this Notary Agreement. You must not represent to anyone that You are an agent of Online Notary Center, Inc. or are otherwise authorized to bind or commit Online Notary Center, Inc. in any way without Online Notary Center, Inc. ’s prior authorization.
- TERM AND TERMINATION.
- This Notary Agreement will begin on the Effective Date and will end upon the earlier of the (a) expiration date of Your Online Notary Center, Inc. Signature subscription or (b) expiration date of Your notary commission (the “Notary Agreement Term”). If either party commits a material breach or default not capable of remedy in the performance of any of its obligations under this Notary Agreement, then the other party may terminate this Notary Agreement by giving the defaulting party written notice of termination; however, where such material breach or default in performance is capable of remedy, the other party may terminate this Notary Agreement by giving the defaulting party written notice of termination only if the material breach or default in performance is not cured within 30 days after the defaulting party receives notice thereof.
- Notwithstanding any of the terms of this Notary Agreement, Online Notary Center, Inc. reserves the right, without notice and in its sole discretion, to terminate Your right to use the Notary Service, and to block or prevent Your access to and use of the Notary Service. In the event of termination of access to the Notary Service for any reason, You have no right to obtain a copy of any data or communications stored or effected via the Notary Service.
- Post-Termination Obligations. If this Notary Agreement expires or is terminated for any reason: (a) You will pay to Online Notary Center, Inc. any amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration; (b) any and all liabilities of You to Online Notary Center, Inc. that have accrued before the effective date of the termination will survive; (c) licenses and use rights granted to You with respect to the Notary Service and intellectual property will immediately terminate; (d) Online Notary Center, Inc. ’s obligation to provide any further services to You under this Notary Agreement will immediately terminate; and (e) the parties’ rights and obligations under any other provision of this Notary Agreement which, by its expressly stated terms, is intended to survive the termination of this Notary Agreement for a specified period, in which case such provision shall survive such termination or expiration for Notary Agreement or termination thereof shall not affect the Signature Agreement or Your usage of any other Online Notary Center, Inc. product(s).
- Disclaimer of Warranty and Exclusive Remedies.
- Online Notary Center, Inc. does not monitor the content processed through the Notary Service. Online Notary Center, Inc. disclaims any representations or warranties of any kind regarding the documents or transactions that pass through the Notary Service. Jurisdictional and personal acceptance of an electronically notarized document is not guaranteed.
- THE NOTARY SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ONLINE NOTARY CENTER, INC. FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, OR NONINFRINGEMENT.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ENTIRE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED ONE THOUSAND DOLLARS (U.S. $1,000).
You will defend, indemnify, and hold Online Notary Center, Inc. , its affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to: (a) violation of this Notary Agreement by You; (b) errors or omissions made by You; or (c) the actions of any persons misrepresenting themselves as a commissioned notary.
- No Technical Support.
Online Notary Center, Inc. ’s technical support organization will not provide You technical support, phone support, or updates under this Notary Agreement. However, technical support may be available as part of scheduled product Feedback sessions with Online Notary Center, Inc. ’s product organization.
- Permitted Time for Filing Arbitration or Litigation
An arbitration or a lawsuit must be filed within one year after the cause of action arises, unless applicable law provides for a shorter time. This time is tolled for 45 days for the Initial Dispute Resolution as provided by these Terms of Service.
- Arbitration and Class Action Waiver
Except for the option to litigate in a small claims court, any controversy or claim arising out of or relating to your use of the Platform, these Terms of Service, or the breach thereof, shall be settled on an individual basis by arbitration administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
The Consumer Arbitration Rules (“Rules”) are made a part of this Arbitration and Class Action Waiver provision, except for any changes to the Rules made by this provision. More complete information regarding arbitration procedures and arbitrator rosters, including a copy of the Rules and the means by which disputes can be submitted to arbitration, is available on the American Arbitration Association’s (“AAA”) website at adr.org/consumer, or by calling them at (800) 778-7879.
The Parties each waive their right to file or participate in any class action, class-wide arbitration, collective action, private attorney general action, or other proceeding where someone acts in a representative capacity, and agree that any proceeding will be conducted in their respective individual capacities.
The Parties each waive the right to a trial by jury, and acknowledge that the right to discovery may be more limited in arbitration than in court.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration and Class Action Waiver provision, including any claim that all or any part of this provision is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms of Service are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
The arbitrator may award declaratory or injunctive relief only in favor of the claimant, and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
The arbitrator’s decision shall be final and binding on the Parties. The arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.
The Parties retain the right to seek relief in a small claims court for a dispute within the scope of its jurisdiction. More complete information regarding procedures of a specific small claims court, including the means by which disputes can be submitted to the small claims court, is typically available online, or by calling the specific small claims court.
The Parties agree and acknowledge that this Arbitration and Class Action Waiver provision evidences a transaction involving interstate commerce, and that the Federal Arbitration Act governs the interpretation and enforcement of this provision and proceedings pursuant thereto. It is the Parties’ intent that the Federal Arbitration Act and the AAA Rules shall preempt all state laws to the fullest extent permitted by law. To the extent state law is applicable, the laws of the state of the Online Notary’s commission shall apply, without giving effect to the conflicts of laws principles thereof.
If all or a part of this Arbitration and Class Action Waiver provision is found to be unlawful or unenforceable to the extent that any disputes would proceed on a class, collective, consolidated, or representative basis, then the Parties will be deemed to have not agreed to arbitrate disputes, and such disputes must be litigated in a court of competent jurisdiction.