ONENOTARY.US TERMS OF SERVICE
EFFECTIVE NOVEMBER 11, 2020
1. Contracting Parties
These Terms of Service are a contract between Adorum, Inc., a Delaware corporation, (“we,” “us,” and “our”) and you (“you,” “your,” and “User”) (each a “Party” and collectively the “Parties”).
We provide OneNotary.US, an online platform enabling Florida, Minnesota, Texas, Tennessee and Virginia online notaries public to perform certain online notarizations and, to supervise loan signings that include online notarization, by means of a recorded two-way video and audio conference (“Platform”).
You can use the Platform as (i) a Florida, Minnesota, Texas, Tennessee or Virginia online notary public (“Online Notary”); (ii) an individual making an acknowledgment, an oath or affirmation before an Online Notary (“Signer”); and (iii) an individual or organization requesting an online notarization (“Requestor”). You may use the Platform only in connection with an online notarization. You must be over 18 to use the Platform.
3. NOTICE OF ARBITRATION AND CLASS ACTION WAIVER PROVISION
These Terms of Service provide that all disputes between you and us will be resolved by BINDING ARBITRATION IN AN INDIVIDUAL CAPACITY.
You thus GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms of Service (EXCEPT for matters that may be taken to SMALL CLAIMS COURT).
You thus also GIVE UP YOUR RIGHT TO BE A CLASS REPRESENTATIVE, CLASS MEMBER, OR PRIVATE ATTORNEY GENERAL in arbitration or in court.
Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.
You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT.
Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
FOR MORE DETAILS, please review Section 25 of these Terms of Service, check the American Arbitration Association’s website at adr.org/consumer, or call them at (800) 778-7879.
4. RIGHT TO OPT-OUT OF ARBITRATION AND CLASS ACTION WAIVER PROVISION
You may opt-out of the Arbitration and Class Action Waiver provision (Section 25) by giving us notice within 30 days after agreeing to these Terms of Service. If you opt-out, that provision will also not apply to us.
If you opt-out, and in the future agree to revised Terms of Service, your choice to opt-out will remain in effect. If you do not opt-out, and in the future agree to revised Terms of Service that include a revision of the Arbitration and Class Action Waiver provision, you may then opt-out of that provision by giving us notice within 30 days after agreeing to the revised Terms of Service.
All notices given under these Terms of Service must be sent by both e-mail and certified mail. Our e-mail and mailing addresses are firstname.lastname@example.org and Adorum, Inc., 2093A Philadelphia Pike, Suite 116, Claymont, DE 19703. Your e-mail and mailing addresses are those you provide in your User account.
6. No Legal Advice
We do not provide legal services. The Platform is not legal advice, is for informational purposes only, and is not a substitute for legal counsel.
The notarial acts available on the Platform are (i) taking an acknowledgment, and (ii) administering an oath or affirmation. The Platform does not support introductions by an oath of a credible witness. The Platform does not support witnessing by a signature witness.
Several electronic documents may be included in an online notarization session.
If several Signers need to sign an electronic document, each Signer must participate in a separate online notarization session, after logging in the Platform under the Signer’s own User account. If such separate online notarization sessions do not take place simultaneously before the same Online Notary, each Signer must electronically sign a separate counterpart of the electronic document.
The Platform includes programming code components that are owned by other organizations and are licensed to us (“Licensed Components”). The Platform also relies on various software services, including credit card processing, identity verification, and credential analysis, which are provided by other organizations. We or other organizations may cease to provide the Platform or such software services, or may make additions, changes, and updates to the Platform or such software services, at any time and for any reason.
8. Availability of Physical Face-to-Face Notarization
Instead of an online notarization involving an electronic signature, generally an individual can arrange to physically meet with a notary public in the individual’s locality to perform a face-to-face notarization. Also, certain documents may be inappropriate for an online notarization and/or electronic signature. If you choose to use the Platform, we are not liable for any loss incurred if an electronic document that was signed online on the Platform, or a printed paper copy of such document, is not accepted by someone else.
Generally the fee for an online notarization is $25 per a primary Signer’s session and $6 per any additional simultaneous session involving the same electronic document, inclusive of any regular statutory fees of a notary public. Where an Online Notary invites the primary Signer to the Platform, the fee for an online notarization is set by the Online Notary, up to $25 per session, and a Texas Online Notary may also charge any regular statutory fees of a Texas notary public. There is no fee unless all simultaneous online notarization sessions involving the same electronic document are successfully completed. The Online Notary authorizes us to collect the fee on the Online Notary’s behalf. The fee is charged to a major credit card at the end of the online notarization session. No credit card information is stored on the Platform afterwards.
The fee amount and the related terms for an online notarization session that involves loan signing are set by the Online Notary.
The fee for an online notarization session does not include any applicable sales tax or similar tax. In the event that an online notarization session on the Platform is subject to any such tax, the Online Notary is responsible for remitting such tax to the appropriate authority. The Online Notary must give us notice prior to the online notarization session to collect such tax on the Online Notary’s behalf.
The Online Notary compensates us for providing the Platform. Generally our compensation is $19 per a primary Signer’s session and $2 per any additional simultaneous session involving the same electronic document. Where a Florida, Minnesota, Tennessee, or Virginia Online Notary invites the primary Signer to the Platform, our compensation per the primary Signer’s session for the first 50 of such sessions by that Online Notary is $15, for the next 150 sessions - $13, and for any sessions after 200 - $12. Where a Texas Online Notary invites the primary Signer to the Platform, our compensation per the primary Signer’s session for the first 50 of such sessions by that Online Notary is $16, for the next 150 sessions - $14, and for any sessions after 200 - $13. Our compensation is not due unless all simultaneous online notarization sessions involving the same electronic document are successfully completed. We subtract our compensation from the fees collected by us on the Online Notary’s behalf, and remit the balance, along with any applicable sales tax or similar tax collected, to the Online Notary on a weekly basis.
Our compensation for an online notarization session that involves loan signing is $30 per a primary Signer’s session and $10 per any additional simultaneous session involving the same electronic documents.
10. Electronic Document
The Platform supports electronic documents and electronic signatures only. You must upload an electronic document to the Platform in PDF, DOCX, PPTX, XLSX, BMP, JPEG, JPG, PNG, or TIFF format. If the electronic document is not notarized on the Platform on the day it is uploaded, it is automatically deleted from the Platform at the end of the day.
A notarized electronic document is available on the Platform in PDF format for 7 days after the day of online notarization for download to the Signer’s and Requestor’s electronic devices. After 7 days the notarized electronic document is automatically deleted from the Platform.
The Signer and the Requestor are responsible for downloading the notarized electronic document from the Platform, and storing the notarized electronic document for as long as necessary and appropriate for its purpose. You acknowledge that the notarized electronic document is the original document, and that a printed paper copy of the notarized electronic document is a tangible copy of the original.
A notarized electronic document bears a notation that it was notarized in an online notarization. The Online Notary’s digital certificate and seal are attached to the notarized electronic document in a manner that is capable of independent verification, and that renders evident any subsequent change or modification to the notarized electronic document.
You give us permission to record, copy, format, edit, store, and delete the electronic document, before and after the online notarization, in the course of the Platform’s operation.
11. User Setup for Online Notarization Session
To use the Platform a Signer generally must possess a Credential. For a Florida online notarization, a Credential is one of the following forms of identification, if the document is current or has been issued within the past 5 years and bears a serial or other identifying number: (a) a Florida identification card or driver license issued by the public agency authorized to issue driver licenses; (b) a passport issued by the Department of State of the United States; (c) a passport issued by a foreign government if the document is stamped by the United States Bureau of Citizenship and Immigration Services; (d) a driver license or an identification card issued by a public agency authorized to issue driver licenses in a state other than Florida or in a territory of the United States, or Canada or Mexico; (e) an identification card issued by any branch of the armed forces of the United States; (f) a veteran health identification card issued by the United States Department of Veterans Affairs; (g) an inmate identification card issued on or after January 1, 1991, by the Florida Department of Corrections for an inmate who is in the custody of the department; (h) an inmate identification card issued by the United States Department of Justice, Bureau of Prisons, for an inmate who is in the custody of the department; (i) a sworn, written statement from a sworn law enforcement officer that the forms of identification for an inmate in an institution of confinement were confiscated upon confinement and that the person named in the document is the person whose signature is to be notarized; or (j) an identification card issued by the United States Bureau of Citizenship and Immigration Services.
For a Minnesota online notarization a Credential is a currently valid government-issued identification, including a passport or driver’s license, that contains the signature and a photograph of the person.
For a Tennessee online notarization, a Credential is a non-military identification card or other document issued by the United States government, any state government, or a passport issued by a foreign government that has been stamped by the United States immigration and naturalization service. The credential must also be unexpired and contain the photograph and signature.
For a Texas online notarization, a Credential is a valid, unexpired identification card or other document with a photograph and signature that is issued by the federal government or any state, district, commonwealth, territory, and insular possession of the United States and any area subject to the legislative authority of the United States or, with respect to a deed or other instrument relating to a residential real estate transaction, a current passport issued by a foreign country.
For a Virginia online notarization, a Credential is one or more of the following unexpired documents bearing a photographic image of the individual’s face and signature: a United States Passport Book, a United States Passport Card, a certificate of United States citizenship, a certificate of naturalization, a foreign passport, an alien registration card with photograph, a driver’s license or an identification card issued by any state, territory, or possession of the United States, or a United States military card.
To use the Platform an Online Notary must be physically located in the state of the Online Notary’s commission, or as may be permitted by the applicable law.
To use the Platform you must have an electronic device with a video camera and a microphone running at least Windows 10, macOS 10 or iOS 11, with Chrome or Safari web browser. You must also have an e-mail address and an Internet connection with a speed of at least 10 Mbps. The Signer, the Requestor, and, if applicable, the Online Notary must have sufficient available storage space on the electronic device to download a signed electronic document. If several Signers need to sign an electronic document simultaneously, each Signer must have a separate electronic device.
Your electronic device must be running an up-to-date anti-virus software, or you must take reasonable measures to ensure that your electronic device does not contain a virus.
You must take reasonable measures to prevent others present at your location from interfering with the online notarization session, and from being recorded on the video or audio during the online notarization session without their consent.
An Online Notary must take reasonable measures to ensure the integrity, security, and authenticity of online notarizations. An Online Notary must take reasonable measures to ensure that the two-way video and audio communication used in the online notarization session is secure from unauthorized interception. An Online Notary must ensure that the digital certificate being used by the Online Notary has not expired or been revoked.
12. User Account
To use the Platform you must create a User account. You may not create more than one User account, or use another User’s account. If you do not wish to provide the information required by the Platform to create a User account, you can cancel account creation by closing the web browser window, and the information you entered will not be retained on the Platform.
You must provide true and complete information during User account creation, and must update your User account information as necessary to keep it current, true, and complete. You may not use the Platform if your User account information is not current, true, and complete.
An Online Notary’s User account creation involves several steps. After the Online Notary requests to join the Platform, we pre-fill certain information in the Online Notary’s User account, and then the Online Notary completes User account creation. During User account creation the Online Notary must upload to the Platform the Online Notary’s digital certificate and seal, a photograph for the online profile, and notarial certificate forms.
You must keep your User account login name and password confidential, and must log off your User account when not using the Platform. You must immediately notify us if you become aware of any security breach concerning the Platform, including use of your User account by someone else.
We may disable your User account, refuse future use of the Platform to you, and take other commercially reasonable steps to enforce these Terms of Service and protect the integrity of the Platform if you violate these Terms of Service, and/or if your User account is used by someone else. We are not liable for any loss incurred by you due to such actions by us.
13. Online Notarization Session Procedures
You can exit an online notarization session at any time for any reason by closing the web browser window. For example, an Online Notary can make a professional decision to refuse notarial services, and exit. We are not liable for any loss incurred by you if you or another User exits the online notarization session.
Unless the Online Notary indicates on the Platform that the Online Notary personally knows the Signer, an online notarization session must include identity proofing, when the Signer’s identity is affirmed by another organization’s software through a dynamic knowledge-based authentication quiz. The quiz consists of a minimum of five questions relating to the Signer’s personal history or identity, formulated from public and proprietary data sources, with each question having a minimum of five possible answer choices. The Signer must answer at least 80% of the questions correctly. All questions must be answered within two minutes. If the Signer fails the first attempt, the Signer may retake the quiz. In a Florida or Minnesota online notarization, only one retake will be offered. In a Tennessee, Texas or Virginia online notarization, the retake must take place within 24 hours, and if the Signer fails that retake, the Signer may not retry on the Platform for another 24 hours. During the retake in a Florida or Minnesota online notarization, the Signer will not be presented with more than three questions from the prior attempt. During the retake in a Tennessee, Texas or Virginia online notarization, a minimum of 60% of the prior questions will be replaced. After the quiz is completed, the Platform records the quiz score, and does not store the Signer’s answers to quiz questions.
Unless the Online Notary indicates on the Platform that the Online Notary personally knows the Signer, an online notarization session must include credential analysis, when the authenticity the Signer’s Credential is tested by another organization’s software, and the output of the test is provided to the Online Notary, who must also visually compare the information and photo presented on the Credential and the Signer as viewed by the Online Notary in real time.
14. Electronic Record of Online Notarizations
The Platform creates and stores an electronic record of online notarizations, including a recording of the video and audio conference between the Signer and the Online Notary. The electronic record also includes the date and time of the notarization; the type of notarial act; the type, the title, or a description of the electronic document or proceeding; the name and address of each Signer involved in the transaction or proceeding; evidence of identity of each Signer involved in the transaction or proceeding in the form of statement that the person is personally known to the Online Notary, or a notation of the type of identification document provided to the Online Notary and a record of the identity proofing and credential analysis; and the fee charged for the online notarization.
The electronic record of each online notarization is stored on the Platform, as well as in a backup, for 10 years for a Florida or Minnesota online notarization, and for 5 years for a Tennessee, Texas or Virginia online notarization. During that time the Online Notary has complete access to the records, even if our relationship with the Online Notary is terminated. If our relationship with the Online Notary is terminated, all records will also be transferred to the Online Notary.
You give us permission to record, copy, format, edit, store, and delete the information included in the electronic record of online notarizations, and to record, copy, format, edit, store, and delete the recording of the video and audio conference, in the course of the operation of the Platform.
You acknowledge that a Florida Online Notary, upon request and payment of the fees allowed by the applicable law, must make electronic copies of the pertinent entries in the electronic record of online notarizations and provide access to the related audio-video communication recordings to the following persons: (a) the parties to an electronic document notarized by the Online Notary; (b) the qualified custodian of an electronic will notarized by the Online Notary; (c) the title agent, settlement agent, or title insurer who insured the electronic record or engaged the Online Notary with regard to a real estate transaction; (d) the Online Notary’s remote online notarization service provider whose services were used to notarize the electronic document; (e) any person who is asked to accept a power of attorney that was notarized by the Online Notary; (f) the Florida Department of State pursuant to a notary misconduct investigation; and (g) any other persons pursuant to a subpoena, court order, law enforcement investigation, or other lawful inspection demand.
You also acknowledge that a Minnesota notary public and the notary public’s agent must make a copy of the individual’s data included in the electronic record of online notarizations available only to the individual whose signature was notarized or to a guardian, conservator, attorney-in-fact, or personal representative of an incapacitated or deceased individual. The individual whose signature was notarized or the individual’s guardian, conservator, attorney-in-fact, or personal representative of an incapacitated or deceased individual may consent to the release of the data to a third party.
You also acknowledge that the electronic record kept of a Tennessee notary public’s official acts is a public record. Such information is available for public inspection, unless it is a confidential record according to law. The Online Notary can provide a paper or electronic copy of the information when needed or when requested by a member of the public.
You also acknowledge that records regarding Texas notarial acts performed are public information; that on payment of all fees, a Texas notary public is required to promptly provide a certified copy of any entries in the notary public’s records to any person requesting the copy; and that if any portion of the audio visual recording of an online notarization includes biometric information or includes an image of the identification card used to identify the Signer, that portion of the recording is confidential and shall not be released without consent of the individual whose identity is being established, unless ordered by a court of competent jurisdiction or upon request by the Texas secretary of state.
You also acknowledge that a Virginia Online Notary must respond to a lawful, written request to inspect the Online Notary’s electronic record of online notarizations by producing a certified copy of the electronic record that includes an entry documenting the certified copy production.
A request concerning the electronic record of online notarizations must be directed to the Online Notary.
15. User Restrictions
You may not use the Platform in any way, or for any purpose, that is illegal, unlawful, obscene, or indecent. The generality of the preceding sentence is not limited by any other provision of these Terms of Service.
You must act in a civil and respectful manner towards other Users. During an online notarization session you must wear attire appropriate for a business transaction.
You may not access, or attempt to access, the Platform or its content by a method that is not part of the Platform’s design.
You may not use a web crawler, bot, spider, web scraper, or similar automated or manual process to access, use, or copy the Platform or its content.
You may not introduce malware, spyware, virus, worm, or other malicious software to the Platform or its content.
You must use a Licensed Component only as an integral component of the Platform.
You may not use the Platform for development, compilation, debugging and similar design-time purposes.
You may not reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of the Platform or attempt to do any of the foregoing in relation to the object code of the Platform.
You may not modify, adapt, translate or create any derivative works of the Platform or merge the Platform into any other software.
You may not use, copy, modify, or transfer the Platform, or any copy, adaptation, transcription, or merged portion thereof, except as expressly permitted by us or, with respect to a particular Licensed Component, by the organization that owns the Licensed Component.
16. Intellectual Property and Other Rights
You acknowledge that the exclusive ownership of all right, title, and interest in and to the Platform, including ownership of all intellectual property rights and activation codes, license keys, and registration information pertaining thereto, belongs to us or, with respect to a particular Licensed Component, to the organization that owns the Licensed Component. You only have the rights that are expressly granted to you under these Terms of Service.
Your rights with respect to the Platform are a limited, non-exclusive, non-sublicensable, revocable license. Your rights with respect to the Platform or these Terms of Service are non-assignable, except as may be expressly permitted by us in writing. We may assign our rights with respect to the Platform or these Terms of Service at our discretion. The provisions of these Terms of Service also apply to any assignee.
Your rights with respect to the Platform end automatically if you breach a provision of these Terms of Service.
Our name, logos, icons, and other trademarks may be used only with our written permission. Other trademarks are displayed on the Platform for referential purposes only, and are not intended to suggest or imply any affiliation with or endorsement by their respective owners.
You are requested not to submit to us any suggestions, comments, feedback, ideas, or other information about the Platform (“Submissions”) for which you expect to be compensated. If you do make such Submissions, they become our sole property and are not confidential. You acknowledge that the exclusive ownership of all right, title, and interest in and to the Submissions, including ownership of all intellectual property rights pertaining thereto, belongs to us, and that you waive any moral rights to the Submissions.
18. Third Party Beneficiaries
You acknowledge that your obligations under these Terms of Service are also for the benefit of the organization that owns a particular Licensed Component, and can be enforceable by that organization as a third party beneficiary against you. Except as otherwise provided in the preceding sentence, the provisions of these Terms of Service are intended solely for your and our benefit, and it is not your or our intention to confer third party beneficiary rights upon any other individual or organization.
19. Consent Pursuant to ESIGN Act
By accepting these Terms of Service you consent that only electronic record relating to a transaction on the Platform can be provided or made available to you, by you accessing the Platform or being sent an e-mail from the Platform. There is no option to have the record provided or made available on paper or in non-electronic form. If you withdraw this consent, you will not be able to use the Platform. This consent applies to all your transactions and records on the Platform. To withdraw this consent, please write to us at our e-mail and mailing addresses for notices shown in these Terms of Service. To update your e-mail address, please log in your User account. After you consent, there is no option for you to obtain a paper copy of an electronic record. In this paragraph, the term ‘‘record’’ means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
20. DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE PLATFORM “AS-IS,” AND DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT THE PLATFORM WILL BE “ERROR FREE” OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT SERVERS USED BY THE PLATFORM ARE FREE OF VIRUSES OR OTHER MALICIOUS SOFTWARE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM.
21. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SUCH DAMAGES ARE FORESEEABLE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE OR LIABLE IN ANY MANNER WHATSOEVER FOR THE CONTENT OF ANY DOCUMENT AVAILABLE THROUGH THE PLATFORM (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO THAT CONTENT), FOR YOUR USE OF THE PLATFORM, OR FOR THE CONDUCT OF OTHERS ON THE PLATFORM. OUR MAXIMUM AGGREGATE LIABILITY FOR YOUR LOSSES OR DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR USE OF, OR INABILITY TO USE, THE PLATFORM IS LIMITED TO THE RETURN BY US TO YOU OF THE AMOUNT YOU PAID FOR USING THE PLATFORM.
You agree to release, indemnify, and defend us, our employees, officers, directors, affiliates, and agents from and against any and all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, arising directly or indirectly from, or in any way connected with, your use of the Platform and/or your breach of any provision of these Terms of Service.
We will promptly notify you of any such claim and will provide you, at your expense, with reasonable assistance in defending the claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.
23. Initial Dispute Resolution
In the event of any dispute, claim, question, or disagreement arising out of or relating to your use of the Platform, these Terms of Service, or the breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties.
To initiate such consultation and negotiation, a Party must give notice to the other Party describing the details of the dispute, claim, question, or disagreement and the specific relief sought. If the Parties do not reach a solution satisfactory to both Parties within 45 days of receipt of such notice, then a Party may proceed to arbitration or litigation in accordance with these Terms of Service.
24. 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.
25. 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.
26. Lawsuit Venue, Jurisdiction, Jury Trial Waiver, Governing Law
If you opt-out of the Arbitration and Class Action Waiver provision, or if all or a part of that provision is found to be unlawful or unenforceable so that a dispute must proceed in litigation, any litigation must be filed exclusively in state or federal courts located in New York County, State of New York. The Parties consent to exclusive jurisdiction in New York County, State of New York. The Parties agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law. In any such litigation these Terms of Service shall be governed by and construed in accordance with the laws of the state of the Online Notary’s commission, without giving effect to the conflicts of laws principles thereof.
You may terminate these Terms of Service at any time, and for any reason, by giving us notice of termination and ceasing to participate in online notarizations on the Platform. We may terminate these Terms of Service at any time, and for any reason, by (i) giving you notice of termination and disabling your use of all or some functions of the Platform, or (ii) generally ceasing to provide the Platform.
28. Survival and Severability
All applicable provisions of these Terms of Service, including the Arbitration and Class Action Waiver provision, will survive a termination of these Terms of Service.
Except as otherwise provided in the Arbitration and Class Action Waiver provision, if all or a part of any provision of these Terms of Service is determined to be unlawful or unenforceable, such determination shall not affect the validity or enforcement of other parts of such provision or other provisions, which will remain in full force and effect.
29. No Agency Relationship
No joint venture, partnership, employment, or agency relationship exists between the Parties as a result of these Terms of Service or your use of the Platform.
31. Waiver and Remedies
A failure or delay in enforcing an obligation, or exercising a right or remedy does not amount to a waiver of that obligation, right or remedy. A waiver of a breach of a provision does not amount to a waiver of a breach of any other provision in these Terms of Service. A waiver of a particular obligation in one circumstance will not prevent a Party from subsequently requiring compliance with the obligation on other occasions. All remedies, either under these Terms of Service, or by law, or otherwise afforded, are cumulative and not alternative.
32. Force Majeure
We are not liable for any loss incurred by you due to our delay or nonperformance arising out of any cause or event beyond our control, including acts of civil or military authority, national emergencies, epidemics, pandemics, labor difficulties, fire, mechanical breakdown, flood, catastrophe, acts of God, insurrection, war, riots, computer failure, communications failure, or power failure.
33. Descriptive Headings, Definition of “Including”
The descriptive headings are for convenience only and shall not be deemed to affect the meaning or construction of any provision in these Terms of Service. “Including” means “including but not limited to.”
These Terms of Service constitute the entire agreement relating to the subject matter of these Terms of Service, and supersede any and all prior communications and/or agreements between the Parties relating to the subject matter of these Terms of Service. There are no other terms, representations, warranties, covenants, or undertakings other than those as expressly set forth herein.