NOTARY.IO AND ACCOUNT HOLDER
This NOTARY.IO AND Account Holder AGREEMENT (the “Agreement”) is entered into this day (the “Effective Date”), by and between APIAN SYSTEMS, LLC, a Texas limited liability company, d/b/a NOTARY.IO (referred to herein as “NOTARY.IO”) and Account Holder (referred to herein as the “Account Holder”) and the parties agree under the Mobile Notary Plan as follows:
- Definitions (in alphabetical order)
“Account Holder” means a person, business entity, nonprofit entity or other organization or association that uses the NOTARY.IO Platform for services including Online Notarizations or Notarial Acts provided for the Account Holder or any of the Account Holder’s employees, representatives, contractors, clients, customers or other persons accessing the NOTARY.IO Platform through the Account Holder in consideration for the Account Holder’s payment of the applicable Platform Fees and Service Charges and in compliance with the Platform Rules and Regulations. ACCOUNT HOLDER IS SIGNING UP UNDER THE MOBILE NOTARY PLAN. ACCOUNT HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT NOTARY.IO PROVIDES NOTARY.IO PLATFORM USE ONLY AND DOES NOT PROVIDE ANY LEADS, REFERALS OR CUSTOMERS TO THE ACCOUNT HOLDER AND ALL CUSTOMERS OF THE ACCOUNT HOLDER SHALL BE GENERATED AND PROVIDED SOLEY AND EXCLUSIVELY BY THE ACCOUNT HOLDER THROUGH ITS OWN MARKETING AND SALES EFFORTS.
“Account Holder’s Notary” means a Texas Online Notary employed or contracted by an Account Holder and who utilizes the NOTARY.IO Platform to perform Online Notarizations or Notarial Acts requested by the Account Holder.
“NOTARY.IO Platform” means all software, hardware, servers, web pages and other services provided by NOTARY.IO and its service providers to perform Online Notarizations and Notarial Acts and create and maintain a Texas Online Notary’s Electronic Records.
“Online Notarizations or Notarial Acts” means those online notarizations or other notarial acts performed on the NOTARY.IO Platform by a Texas Online Notary in compliance with the laws of the State of Texas governing online notaries and notarizations and all other applicable local, state and federal laws, rules and regulations and in compliance with the Platform Rules and Regulations.
“Platform Fees and Service Charges” means the current monetary fees and service charges an Account Holder agrees to pay NOTARY.IO for the use of the NOTARY.IO Platform.
“Platform Rules and Regulations” means NOTARY.IO’s current set of rules, policies and regulations that must be complied with in order for an Account Holder or Texas Online Notary to use the NOTARY.IO Platform.
“Principal” means a person whose signature is notarized in an Online Notarization or who is involved in other Notarial Acts and said person may be the Account Holder, an employee, representative, contractor, client or customer of an Account Holder or such other person an Account Holder causes to use the NOTARY.IO Platform and services of a Texas Online Notary, Account Holder’s Notary.
“Texas Online Notary” means a traditional notary public for the State of Texas with an active commission who has also been granted an online notary public commission by the Texas Secretary of State and, when the context requires, this term includes an Account Holder’s Notary.
“Texas Online Notary’s Electronic Records” means the electronic records and data required by Texas law that NOTARY.IO maintains for a Texas Online Notary concerning Online Notarizations or Notarial Acts and store such electronic record securely in compliance with law and provide the Texas Online Notary access and copies of records when needed or requested.
“Witness” means a person that appears on the NOTARY.IO Platform that witnesses a Principal signing an electronic document.
- Services Agreement.
NOTARY.IO agrees to allow each approved Account Holder’s Notary (approved by NOTARY.IO, in NOTARY.IO’S sole discretion) access to the NOTARY.IO Platform to perform Online Notarizations or Notarial Acts and for each create and store the Texas Online Notary’s Electronic Record. The parties are independent contractors and Account Holder is solely responsible for the employment, control and compensation of the Account Holder’s Online Notaries. NOTARY.IO agrees, for the education fees paid in the Mobile Notary Plan to provide certain online notarization training in a session for Account Holder’s Notaries and additionally to create an image of Account Holder’s Notary seal. Account Holder and each Account Holder’s Notary promises to engage in self-study and to read and be familiar with all state and federal laws and rules governing conduct, actions and notarial acts as a Notary Public for both traditional and online notarizations including, without limitation, Texas Government Code Chapter 406 and Texas Administrative Code, Title 1, Part 4, Chapter 87.
Account Holder is responsible and agrees to pay for Account Holder’s Notaries’ online notary application fees directly to the Texas Secretary of State. Account Holder shall pay NOTARY.IO in advance the quoted price for the digital certificate(s). ACCOUNT HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT IT IS ACCOUNT HOLDER’S RESPONSIBILITY TO SCHEDULE AND ATTEND THE TRAINING SESSION AND PROVIDE ALL INFORMATION REQUIRED TO NOTARY.IO AND THAT ALL SALES UNDER THE MOBILE NOTARY PLAN ARE FINAL AND NO REFUNDS WILL BE PROVIDED TO THE ACCOUNT HOLDER.
Account Holder’s Notaries or Account Holder will provide their own computer equipment (with webcam and microphone for two-way audio/visual communications), a laptop or desktop running Windows or OSX (Mac), access to a updated chrome browser, internet with speeds and latency sufficient for video conferencing and the latest version of Adobe Acrobat Pro DC (recommended) or such other “pdf” editing software allowed by NOTARY.IO. ACCOUNT HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT UNLESS ACCOUNT HOLDER HAS SUITABLE PDF EDITING SOFTWARE ALLOWED BY NOTARY.IO AND REASONABLE PROFICIENCY IN THE USE OF THIS PDF EDITING SOFTWARE THEN ACCOUNT HOLDER WILL NOT BE ABLE TO COMPLETE ONLINE NOTARIZATIONS USING THE NOTARY.IO PLATFORM.
- Payment for Services.
Account Holder prepaid under the Mobile Notary Plan for a certain number of Online Notarizations and the Account Holder will be sent additional monthly invoices under this paragraph after the prepaid Online Notarizations are utilized by Account Holder. Account Holder agrees to pay NOTARY.IO Platform Fees and Service Charges of $16 dollars for each Online Notarization or other Notarial Act transaction (one certificate) performed by Account Holder’s Notaries. Account Holder is approved for a multi-document “per session” discount (subject to change upon future notice) and the “per session” charge for three (3) or more documents/transactions up to 15 is $48 per session. If Account Holder
NOTARY.IO will invoice Account Holder monthly for transactions fees and payment of invoices are due upon receipt. Texas sales tax will apply.
ACCOUNT HOLDER UNDERSTANDS AND AGREES THAT ALL SALES UNDER THE MOBILE NOTARY PLAN ARE FINAL AND NO REFUNDS WILL BE PROVIDED TO THE ACCOUNT HOLDER.
- Term and Termination
- Term and Termination. This Agreement shall commence on the date set forth above and shall remain in effect from month to month until terminated upon thirty (30) days written notice by the terminating party to the other party.
- Obligations Upon Expiration or Termination. The parties shall account for and make all payments required by this Agreement. The parties shall abide by all the remaining provisions of this Agreement during the term and after termination including sections 5, 6, 7, and 8 of this Agreement, that survive the termination and all rights and remedies shall be enforceable during the term and after termination.
- Confidential Information.
- Non-Disclosure of Confidential Information. Account Holder and NOTARY.IO agree not to use, disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other party except and only to the extent necessary to perform under this Agreement with the other party’s express, prior written authorization. Account Holder and Notary.IO agree to take commercially reasonable steps to secure and protect the other party’s Confidential Information. Account Holder and NOTARY.IO shall not use the Confidential Information of the other party to compete with, damage or interfere with the other party and its business or assist third-parties in competing with, damaging or interfering with the other party and its business.
- Definition. “Confidential Information” means trade secrets and other proprietary information of Account Holder or NOTARY.IO that is not generally known by others or their contractors, and used by each party in their business and which is proprietary to each party respectively or the disclosure of which would be detrimental to the party disclosing the Confidential Information. Confidential Information includes, but is not limited to, the following types of information (whether or not reduced to writing or designated as confidential):
- Confidential information and data relating to the identity, medical history or condition of the Clients of Account Holder; including client lists and medical records;
- Confidential information relating to the cases of clients represented in any way by Account Holder; including, case information, discovery materials, affidavits, depositions, declarations, settlement agreements and related documents, insurance information, estate planning documents, and all information of the client or Account Holder that may be covered by the attorney client privilege or work product doctrine;
- Technical information, specifications, methods and processes concerning the NOTARY.IO Platform and concept disclosed to or otherwise learned by Account Holder;
- all information, methods and processes related to NOTARY.IO’s computer software, hardware and servers including documentation;
- IO’s internal personnel, financial, marketing and other business information and manner and method of conducting business;
- IO’s strategic, operations and other business plans and forecasts; and
- confidential information provided by or regarding NOTARY.IO’s employees, customers, vendors and other contractors.
- Injunctive Relief; Attorney Fees
It is hereby understood and agreed that damages shall be an inadequate remedy in the event of a breach by Account Holder and Notary.IO. of Section 5 of this\Agreement and that any such breach by Account Holder or Notary.IO. will cause NOTARY.IO or the Account Holder immediate, great and irreparable injury and damage. Accordingly, both the Account Holder and Notary I.O. agree that NOTARY.IO or the Account Holder shall be entitled, without waiving any additional rights or remedies otherwise available to NOTARY.IO or the Account Holder at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by the Account Holder or Notary.IO.
- NOTARY.IO or the Account Holder shall be entitled to recover from each other the reasonable and necessary attorney fees, expert witness fees, and other expenses incurred by the breaching party of this Agreement.
- No Assignment or Subcontracting. Account Holder shall not assign or subcontract the whole or any part of this Agreement. Any purported assignment by Account Holder of all or any portion of its obligations or rights hereunder contrary to the terms of this Agreement shall be void.
- Other Provisions
- Status as Independent Contractor. Account Holder and NOTARY.IO are contractors independent of one another and neither party’s employees will be considered employees of the other party for any purpose and each party is responsible to compensate its own employees. This Agreement does not create a joint venture or partnership, and neither party has the authority to bind the other to any third party.
- Applicable Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to the conflicts of laws or principles thereof. Any action or suit related to this Agreement shall be brought in the state or federal courts sitting in Dallas County, Texas.
- Notices. Any notice or other communication required or permitted under this Agreement shall be given in writing by email to the email address provided by Account Holder or:
If to NOTARY.IO: Apian Systems, LLC:
- Waiver. No waiver by NOTARY.IO of any breach by Account Holder of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing.
- Entire Agreement. This Agreement constitutes the entire agreement between NOTARY.IO and Account Holder…
- Severability. If any provision of this Agreement is invalid or unenforceable under any statute or rule of law, the provision is to that extent to be deemed omitted, and the remaining provisions shall not be affected in any way and in lieu of such invalid or unenforceable provision there shall be inserted a provision as similar in terms to the deleted provision as shall be valid and enforceable.
ACCOUNT HOLDER ACKNOWLEDGES AND UNDERSTANDS THAT EACH ACCOUNT HOLDER’S NOTARY IS A PUBLIC OFFICIAL AND RESPONSIBLE FOR THEIR NOTARIAL ACTS AND TO SHALL CONDUCT ALL ONLINE NOTARIZATIONS IN COMPLIANCE WITH TEXAS STATUTES, LAWS AND RULES. ACCOUNT HOLDER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS NOTARY.IO FOR ANY AND ALL CLAIMS, LAWSUITS OR PROCEEDINGS FOR THE NEGLIGENT, IMPROPER OR UNLAWFUL ACTS OR OMISSIONS OF AN ACCOUNT HOLDER’S NOTARY USING THE NOTARY.IO PLATFORM OR PERFORMING ONLINE NOTARIZATIONS.
ACCOUNT HOLDER AGREES THAT NOTARY.IO AND APIAN SYSTEMS, LLC MAY EMAIL ACCOUNT HOLDER AND ACCOUNT HOLDER’S NOTARIES, WEEKLY NEWS LETTERS, UPDATES AND OTHER COMMUNICATIONS RELATED TO ONLINE NOTARIZATIONS, THE NOTARY.IO PLATFORM OR OTHER SERVICES OF APIAN SYSTEMS, LLC OR NOTARY.IO.