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Terms of Service Agreement
Last Modified: December, 15, 2019
THESE TERMS OF SERVICE AGREEMENT ("TERMS") constitute the legally binding agreement
between Notaroo, Inc., its affiliates, and agents (collectively, "Notaroo", "we", "us", or "our") and users
of our Services ("user", "you", or "your", except in Sections of the TERMS that state otherwise). These
TERMS govern your use of our website (www.getnotaroo.com) or any other websites of Notaroo
(collectively, the "Website") in any way, including using services or resources available or enabled
via, or that interact with, the Website (collectively, the "Services").
By clicking an "I accept" or similar button, completing the registration process, and/or browsing the
Website you represent that (1) you have read, understand, and agree to be bound by the TERMS, (2)
you are of legal age to form a binding contract with Notaroo, and (3) you have the authority to enter
into the TERMS personally (or on behalf of the entity you named as the user, and to bind that company
to the TERMS). The term "you" refers to the individual or entity, as applicable, identified as the User
when you registered on the Website.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST CEASE USING THE SERVICES AT
ONCE.
THESE TERMS INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND
REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES
RELATING IN ANY WAY TO YOUR USE OF THE SERVICES. THE TERMS LIMIT THE REMEDIES
THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. BY ENTERING INTO THE
TERMS, YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW. PLEASE
SEE SECTION 15 BELOW FOR MORE INFORMATION REGARDING ARBITRATION AND HOW
IT DIFFERS FROM A PROCEEDING IN A COURT OF LAW.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE
GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF ARIZONA,
CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY
PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
These TERMS are subject to occasional revision. We will notify you of changes to the TERMS by
posting a new version of the TERMS at www.getnotaroo.com/tos, and we will change the "Last
Modified" date above. You should consult these TERMS regularly for any changes. For current users
of our Services, any changes to these TERMS will be effective thirty (30) calendar days following our
posting of the new version. For new users of our Services, the TERMS will be effective immediately.
Continued use of our Services following notice of such changes shall indicate your acknowledgement
of such changes and agreement to be bound by the terms and conditions of such changes.
1. AGE LIMITATION.
THE SERVICES ARE NOT INTENDED FOR INDIVIDUALS UNDER THE AGE OF 18. IF
YOU ARE UNDER 18, YOU MAY NOT USE THE SERVICES.
2. Services.
Notaroo provides an online platform and notary database to bring together:
o Individuals and entities who are taking out a loan ("Borrowers") and working with
lenders, or title and escrow companies (collectively "Companies") to close their loans;
o Companies seeking notary services to help their Borrower’s sign documents for loan
applications or closings;
o Polished notary signing agents ("Notaries") seeking to advertise and provide notary
signing services; and
o Other parties related to a particular closing (e.g. real-estate agents and banks) seeking
to monitor the signing of documents by the Borrowers ("Participants").
Notaroo’s responsibilities are limited to providing the Services as summarized in this Section
2, and more fully described in these TERMS. Certain provisions of these TERMS apply only
to Companies, Borrowers, Notaries, or Participants as described more fully below.
o Our Services enable and assist:
Companies to (i) upload documents that Borrowers needs to sign with a
Notary, (ii) easily browse through, find, and select a Notary that is best
equipped to help a Borrower with notary signing services, (iii) create a
"Signing Request," which means to request that a Notary listed on the
Services perform the notary signing services described in the request ("Notary
Assignment"), for instance, assisting a Borrower in signing documents that
Company uploaded onto the Notaroo platform, (iv) monitor the Borrower’s
signing process to ensure the Borrower signed the documents that Company
uploaded onto Notaroo, (v) manage Notary Assignments and mark them as
complete, (vi) place Notary Feedback (defined below), (vii) add and grant
permissions for Borrowers to interact with the Services as listed in this Section,
and (viii) add Participants to monitor the signing of documents for a particular
Borrower; and
Notaries to (i) offer and advertise their notary signing services, (ii) receive
documents to be signed, and (iii) manage orders from Companies that require
their assistance, and (iv) manage Notary Assignments and mark them as
complete;
o Limited Access.
Borrowers and Participants may have limited access to the Services as an observer.
They can only use the Services if the Company they are working with requests for
them to be invited to the Services, and even then, they may only view and interact with
the Services in the following ways:
Borrowers
may: (i) view, modify the date and time of, accept, and reject meetings with a
Notary, (ii) comment on Notary meetings, and (iii) place feedback either via
email or on the Website if the applicable Company requests that Notaroo solicit
Borrower feedback.
Participants
may only view and track the signing of documents for that Signing Request.
o If you are a Company.
As a Company, you represent, warrant and covenant that: (i) the Signing Requests
you submit are true and accurate, and (ii) you will pay the agreed upon price for the
Notary Assignment that is listed on the Services (payment for the Notary Assignment
shall be as set forth in Section 9 of these TERMS). You are solely responsible for
accuracy and completeness of the Signing Request you submit and for all content,
including, the documents you upload and Notary Assignment, contained in a Signing
Request. Submission of a Signing Request does not obligate Notaroo to ensure the
Notary is available to fulfill your Signing Request and Notaroo may remove the Signing
Request with or without notice to you at any time for any reason. You agree that
Notaroo will not be liable to you for any removal of a Signing Request or any part
thereof.
o If you are a Notary.
By participating on Notaroo as a Notary, you represent, warrant, and covenant that: (i)
the information you submit to us or post on the Services, whether in your profile,
invoice, or otherwise, is true and accurate; (ii) you will perform the Notary Assignments
in accordance with the applicable laws of your jurisdiction and in accordance with the
information provided to you by the Company that submitted the Signing Request; (iii)
that you have obtained and will maintain all certifications, licenses and legal
requirements to perform the applicable Notary Assignments and that you comply with
all applicable laws and industry standards (including business licenses and, to the
extent applicable, the collection and remittance of sales taxes); (iv) that you maintain
valid workers compensation and professional liability insurance policies in amounts
sufficient to meet your statutory obligations and to cover any damages that might occur
during or as a result of performing each Notary Assignment; (v) that you will provide
the services in a Notary Assignment without imposing restrictions or policies not fully
described to Companies in writing prior to such Companies engaging you to perform
a Notary Assignment; and (vi) that you will not solicit Companies to pay for your
services outside of the Services (payment provisions are set out below) or otherwise
circumvent any fees that are paid or would be payable to Notaroo, to the extent
applicable. You agree that unless you obtain the consent of any Company, you will
use the personal information of Borrowers and Companies provided to you by Notaroo
or a Company only to communicate with and provide the services in a Notary
Assignment to that Company and that Borrower (or Borrowers), and for no other
purpose. You are solely responsible for the accuracy and completeness of the notary
signing services you post, or invoice you submit and for all content contained in such
submissions. Your submission of a post does not obligate Notaroo to make your
posting or any of its contents available on the Services. Notaroo may remove your
posting with or without notice to you at any time for any reason. You agree that Notaroo
will not be liable to you for any removal of a notary signing services posting or any part
thereof. You acknowledge and agree that Notaroo may screen potential Notaries and
that Notaroo may publish feedback and recommendations of Notaries by Companies
and Borrowers ("Notary Feedback"), which may include reviews of you. You further
acknowledge and agree that Notaroo may post Notary Feedback without permitting
you to view the Notary Feedback or any information related to the Notary Feedback.
o Disclaimer Regarding Notaries.
Notaroo makes no representation to Borrowers or to Companies, whether through
Notary Feedback or otherwise, regarding Notaries, including that such Notaries are
qualified to perform the applicable Signing Requests. You acknowledge and agree that
the inclusion of a particular Notary on a list of Notaries does not operate as a
recommendation, validation, or approval of such Notary by Notaroo. The list of
Notaries available through the Services may not be a complete list of all potentially
qualified Notaries in any particular area. Each Notary indicates in the personal profile
of that Notary (available to you via the Services) certain information and qualifications
that may assist you in comparing Notaries, and in selecting the one most suitable to
perform your Notary Assignment. In addition, we may publish through the Services
Notary Feedback, which are based in part on aggregate Company and Borrower
feedback, and which may assist your decision. However, You are solely responsible
for selecting or approving a Notary. Other than with respect to the payment procedures
described in these TERMS, Companies and Notaries (and not Notaroo) are solely
responsible for any interaction between them. For purposes of clarity, Notaroo has no
liability in the performance of a Notary Assignment.
o Only a Venue.
Notaroo does not control the quality, safety, or legality of any aspect of the Notary
Assignment, the ability of Notaries to provide the notary signing services, or the ability
of Companies to pay Notaries. The relationship between (i) the Companies and
Borrowers and (ii) Notaries are governed by the provisions of these TERMS as follows:
if you are a Company, you provide to each Notary the covenants, representations, and
warranties provided to Notaroo in Section 2, Limited Access. If you are a Notary, you
provide to each Company and Borrower the covenants, representations, and
warranties provided to Notaroo in Section 2, If You Are a Company. Companies,
Borrowers and Notaries each acknowledge that the other is a third-party beneficiary of
these TERMS, but solely with respect to Section 2, Limited Access, and Section 2, If
You Are a Company.
o E-signing Documents.
Notaroo provides users with an electronic signature solution for U.S. notarized
contracts ("E-Sign Solution"). Notaroo complies with the requirements of the U.S.
Electronic Signature in Global and National Commerce Act of 2000 ("ESIGN") and
Uniform Electronic Transactions Act ("UETA"), which should make your electronic
signature on notary contracts legally binding. By using the E-Sign Solution, you agree
to transact business using electronic communications, electronic records, and
electronic signatures rather than using paper documents to communicate, keep
records, and sign. For avoidance of doubt, by using the E-Sign Solution, you agree to
use an electronic signature in lieu of a hand-written signature on paper. You
acknowledge and agree that legislation such as ESIGN and UETA have provided
electronic signatures the legal equivalence of handwritten signatures on paper, and
thus should make your e-signature legally binding in the United States and analogues
where statutes have been adopted. However, Notaroo does not make any warranties
or guarantees as to the enforceability of ESIGN and UETA for transactions and
documents. You agree not to electronically sign a document without first reading and
understanding it, thus demonstrating that you are able to access the electronic
information contained within the document before signing. You acknowledge and
agree that per ESIGN you are not required to use our E-Sign Solution, or electronically
sign documents in another way, if you prefer not to do so.
o Signature Verification.
Notaroo verifies that the signature belongs to a particular user by using your personal
information, for example your Account information, login credentials, email verification,
IP address capture when a user signs a document, and group password mechanisms
that Notaroo may provide. Any user using an electronic signature on Notaroo must
have an Account. Notaroo uses commercially reasonable standards governed by our
internal policies to ensure user information is secure. However, Notaroo does not
guarantee the identity of any user who signs a document and makes no warranties or
guarantees as to the identity of users using the Services.
o Audit Trails.
You acknowledge and agree that Notaroo may create an audit trail on your
transactions to provide you with a transactions history. We track and timestamp
various information from the time a document is uploaded by a Company for a
Borrower’s signature to when it is signed by a Borrower. You acknowledge and agree
that any audit trails created by Notaroo may not be admissible in a court of law. We do
not warrant or guarantee that any audit trails are legally binding.
o Necessary Equipment.
You must provide all equipment and software necessary to connect to the Services,
including but not limited to, a computer that is suitable to connect with and use the
Services. You are solely responsible for any fees, including Internet connection or
mobile fees, that you incur when accessing the Services.
3. Disclaimers; Release.
o Compliance with Laws.
As noted above, Notaries are solely responsible for compliance with all applicable
laws, rules, regulations and local ordinances, including without limitation, necessary
permits, certifications, insurance coverage, surety bond requirements, or other taxes
and payments which may be applicable to the performance of their notary signing
services.
o Limited Identity Verification.
You authorize us, directly or through third parties, to make any inquiries we consider
necessary to help verify or check your identity or prevent fraud, including with respect
to our handling of payments through the Services as described below. This may
include asking you to provide a form of government identification (e.g. driver’s license
or passport), your date of birth, and other information requiring you to take steps to
confirm ownership of your email address and/or Payment Provider Account (as defined
below); or attempting to screen your information against third party databases.
Nevertheless, you acknowledge that Notaroo is not required to confirm or attempt to
confirm any particular user’s purported identity, and does not warrant that our efforts
will be successful. We do not endorse any persons or entities who use or register for
the Services. You are finally responsible, whether as a Notary, Company, or Borrower
for determining the identity and suitability of others whom you may contact or who may
contact you by means of the Services. You agree to exercise caution and good
judgment in all interactions with other users. Notaroo encourages you to communicate
directly with others through the tools available via the Services and to conduct your
own investigation of the other users with whom you interact. You may also wish to
consider using a third-party service that provides additional user verification.
o If you are a Notary.
You further authorize Notaroo to verify your insurance coverage, notary certification,
proof that you have conducted a background check, and proof that you have a surety
bond (if laws applicable to you require such a bond). You acknowledge that Notaroo
uses commercially reasonable efforts governed by our then existing internal policies
to verify Notaries.
o RELEASE.
Notaroo makes no warranties regarding users or the Services the content made
available through the Services, or the interactions (if any) between the users
within or outside of the Services, and each of the foregoing is provided by us
"as is." Your interactions with other users are solely between you and such user and
Notaroo shall not be responsible for any loss or damage incurred as the result of any
such interactions. Without limiting the foregoing, as a Company, you should conduct
your own investigation prior to hiring a Notary to perform a Notary Assignment. If there
is a dispute between you and any other user, Notaroo is under no obligation to become
involved, but reserves the right to do so. The foregoing disclaimers shall not limit the
more general disclaimers in these TERMS. To the extent permitted under applicable
laws, you hereby release and forever discharge us (and our officers, employees,
agents, successors, and assigns) from, and hereby waive and release, each and every
past, present and future dispute, claim, controversy, demand, right, obligation, liability,
action and cause of action of every kind and nature (including personal injuries, death,
and property damage), that has arisen or arises directly or indirectly out of, or relates
directly or indirectly to: (i) any incorrect or inaccurate content posted or uploaded on
the Services, whether caused by us or any user of the Services, or by any of the
equipment or programming associated with or utilized in the Services; (ii) the conduct,
whether online or offline, of any Company, Notary, Borrower, or Participant; (iii) any
injury, loss or damage caused by another user, a Signing Request, Notary Assignment,
or content posted on the Services, whether online or offline; and (iv) any error,
omission, interruption, deletion, defect, delay in operation or transmission,
communications line failure, theft or destruction or unauthorized access to, or alteration
of, the Services’ users’ communications. The foregoing release does not apply to any
claims, demands, or any losses, damages, rights and actions of any kind, including
personal injuries, death or property damage for any unconscionable commercial
practice by Notaroo or for Notaroo’s fraud, deception, false, promise,
misrepresentation or concealment, suppression or omission of any material fact in
connection with the Services.
4. Access to the Services.
Subject to these TERMS, we hereby grant you a limited, non-transferable, non-sub-licensable,
non-exclusive license to use the Services on any applicable devices that are under your
control, and to use the Services solely as applicable herein. The Services may not be used for
any other purposes without our prior written consent. You may not use the Services if you are
not the owner or approved administrator of the device on which you activated or accessed the
Services.
5. User Generated Content; Acceptable Use Policy.
o "User Generated Content" means any and all information and content that a user
submits to, or uses with, the Services, such as Signing Requests, Notary Assignments,
information regarding your services if you are a Notary, documents uploaded if you are
a Company or Borrower, Statements, invoices, messages, calls, etc. You are solely
responsible for your User Generated Content. You assume all risks associated with
use of your User Generated Content, including any reliance on its accuracy,
completeness, or usefulness by others, or any disclosure of your User Generated
Content that makes you or any third party personally identifiable. You hereby represent
and warrant that your User Generated Content does not violate the Acceptable Use
Policy as defined in Section 5 herein. You may not state or imply that your User
Generated Content is in any way provided, sponsored, or endorsed by Notaroo.
Because you alone (and not Notaroo) are responsible for your User Generated
Content, you may expose yourself to liability if, for example, your User Generated
Content violates the Acceptable Use Policy. Notaroo is not obligated to backup any
User Generated Content and User Generated Content may be deleted at any time.
You are solely responsible for creating backup copies of your User Generated Content
if you desire. Notaroo has no responsibility or liability for the deletion or accuracy of
any User Generated Content; the failure to store, transmit, or receive transmission of
User Generated Content; or the security, privacy, storage, or transmission of other
communications originating with or involving use of the Services.
o Third Party Consent to Share Information.
YOU REPRESENT, WARRANT, AND CONVENANT TO ONLY PROVIDE
INFORMATION TO THE SERVICES THAT YOU ARE ALLOWED TO PROVIDE
WITHOUT VIOLATING ANY OBLIGATIONS YOU MIGHT HAVE TOWARDS A THIRD
PARTY, INCLUDING ANY CONFIDENTIALITY OBLIGATIONS. PLEASE DO NOT
PROVIDE ANY INFORMATION THAT YOU ARE NOT ALLOWED TO SHARE WITH
OTHERS, INCLUDING BY CONTRACT OR LAW; PLEASE NOTE THAT ANY
INFORMATION YOU PROVIDE MAY BE ACCESSIBLE BY USERS OF THE
SERVICES. NOTWITHSTANDING THE FORGOING, IF YOU ARE A COMPANY,
YOU REPRESENT, WARRANT, AND COVENANT THAT YOU HAVE OBTAINED
FROM EACH BORROWER WHOSE INFORMATION YOU MAKE AVAILABLE ON
OUR SERVICES OR WEBSITE, INCLUDING WITHOUT LIMITATION PERSONALLY
IDENTIFIABLE INFORMATION AND SENSITIVE INFORMATION (COLLECTIVELY,
"BORROWER INFORMATION") ALL CONSENTS REQUIRED TO SHARE SUCH
BORROWER INFORMATION WITH NOTAROO AND FOR NOTAROO TO USE AND
DISCLOSE SUCH BORROWER INFORMATION IN ACCORDANCE WITH OUR
PRIVACY POLICY.
o Rights and Sharing User Generated Content.
By making available your User Generated Content on or in the Services, you represent
that you own or have all rights necessary to make available your User Generated
Content. When you submit certain User Generated Content, you acknowledge and
agree that such User Generated Content may be shared with other users in
accordance with the TERMS.
o Our Acceptable Use Policy.
The following sets forth our "Acceptable Use Policy": as a condition of use, you agree
not to use the Services for any purpose that is prohibited by the TERMS or by
applicable law. You will not (and will not permit any third party) either (i) take any action
or (ii) make available any User Generated Content on or through the Services that:
violates any third-party right, including any copyright, trademark, patent, trade
secret, moral right, privacy right, right of publicity, or any other intellectual
property or proprietary right;
is unlawful, threatening, abusive, harassing, harmful, defamatory, trade
libelous, deceptive, fraudulent, false, intentionally misleading, pornographic,
invasive of another’s privacy, tortious, obscene, patently offensive (e.g.,
material that promotes racism, bigotry, hatred, or physical harm of any kind
against any group or individual), vulgar, profane or otherwise objectionable
material of any kind or nature or which is harmful to minors in any way or which
may create risk of harm, loss, physical or mental injury, emotional distress,
death, disability, disfigurement, or physical or mental illness to you or to any
other person or may constitute a crime or tort;
contains any information or content that is not correct and current;
in violation of any laws, or obligations or restrictions imposed by any third party;
constitutes unauthorized or unsolicited advertising, promotional materials, junk
mail, spam, chain letters, pyramid schemes, or any other form of duplicative or
unsolicited messages, whether commercial or otherwise;
involves commercial activities and/or sales without Notaroo prior written
consent, such as contests, sweepstakes, barter, advertising, or pyramid
schemes;
impersonates any person or entity, including any employee or representative
of Notaroo, or falsifies or misrepresents yourself, your credentials, or your
affiliation with any person or entity;
interferes with or attempt to interfere with the proper functioning of the Services
or uses the Services in any way not expressly permitted by the TERMS;
bypasses the measures we may use to prevent or restrict access to the
Services, including, but not limited to, registering for the Services with a
fraudulent email address;
harasses or interferes with another user’s use and enjoyment of the Services;
harvests, collects, gathers or assembles information or data regarding other
users, including e-mail addresses, without their consent;
displays, mirrors, or frames the Services;
attempts to engage in or engage in, any potentially harmful acts that are
directed against the Services, including but not limited to violating or attempting
to violate any security features of the Services, using manual or automated
software or other means to access, "scrape," "crawl" or "spider" any pages
contained in the Services, uploading invalid data, introducing viruses, worms,
or any software intended to damage or alter a computer system or data,
interfering with, disrupting, or creating an undue burden on servers or networks
connected to the Services or violate the regulations, policies or procedures of
such networks, attempting to gain unauthorized access to the Services, other
computer systems or networks connected to or used together with the
Services, through password mining or other means;
violates the additional usage requirements in Section 9 below with respect to
our payment services, as they are a part of the Acceptable Use Policy.
o No Obligation to Pre-Screen Content.
The Services may contain User Generated Content provided by other users or third
parties. You acknowledge that Notaroo has no obligation to pre-screen User
Generated Content, although Notaroo reserves the right in its sole discretion to pre-
screen, refuse, or remove any User Generated Content at any time for any reason. By
entering into these TERMS, you hereby provide your irrevocable consent to such
monitoring.
o Investigations.
We may, but are not obligated to, monitor or review the Services at any time,
investigate, and/or take appropriate action against you in our sole discretion (including
removing or modifying your User Generated Content, terminating your Account, and/or
reporting you to law enforcement authorities) if you violate any provision of these
TERMS, any applicable law, or otherwise create liability or us or any other person.
6. Using the Services.
o Registration.
To use the Services, you may have to register for an account with us ("Account"). To
create an Account, you must provide certain information about yourself as prompted
by the registration process. You acknowledge and agree to submit varying types of
information depending on whether you login as a Notary, Company, Borrower, or
Participant. You represent and warrant that: (i) all required registration information you
submit is truthful and accurate; and (ii) you will maintain the accuracy of such
information. You may deactivate your Account at any time, for any reason, by following
the instructions on the Website. You are responsible for maintaining the confidentiality
of your Account login information and are fully responsible for all activities that occur
under your Account, including payment authorizations. You agree to immediately notify
Notaroo of any unauthorized use, or suspected unauthorized use of your Account or
any other breach of security. Notaroo cannot and will not be liable for any loss or
damage arising from your failure to comply with the above requirements. You agree
not to create an Account or use the Services if you have been previously removed by
us or banned from any of the Services. Notaroo reserves the right in its sole discretion
to suspend or terminate your Account and refuse any and all current or future use of
the Services (or any portion thereof) at any time for any reason. You agree that Notaroo
will not be liable for any suspension or termination of your Account or any refusal of
any use of the Services (or any portion thereof). Notaroo reserves the right in its sole
discretion to remove any content you provide or upload at any time for any reason.
You agree that Notaroo will not be liable for such removal.
o User Restrictions.
The rights granted to you in these TERMS are subject to the following restrictions: you
shall not: (i) permit any third party to use the Services (unless you are a Company or
Borrower permitting a Friend to use the Services); (ii) circumvent, disable or otherwise
interfere with security-related features of the Services; (iii) modify, create a derivative
work of, reverse engineer, decompile or disassemble the Services except to the extent
permitted by applicable law and, in such an event, provided you first give us written
notice thereof; (iv) remove, deface, obscure, or alter the Services, or any third parties,
copyright notices, trademarks, or other proprietary rights notices affixed to or provided
as part of the Services; (v) use the Services for benchmarking purposes or to develop
any software, product or service that is the same as, substantially similar to, or
competitive with the Services; (vi) use the Services to promote, conduct, or contribute
to fraudulent, obscene, pornographic, illegal or otherwise inappropriate activities,
including without limitation, deceptive impersonation in connection with contests,
pyramid schemes, surveys, chain letters, junk e-mail, spamming or any duplicative or
unsolicited messages; (vii) use any robot, spider, other automated device or any
toolbar, web-bar, other web-client, device, software, routine or manual process to
monitor or scrape information from the Services; (viii) otherwise use the Services in
any unlawful manner or in breach of these TERMS; or (ix) share User Generated
Content (other than your own User Generated Content) outside the Services without
the applicable User’s permission.
o Other Restrictions.
Unless otherwise indicated, any future release, update, or other addition to
functionality of the Services shall be subject to these TERMS. You shall not agree to,
nor shall you authorize or encourage any third party to: (i) prevent others from using
the Services; (ii) use the Services for any fraudulent or inappropriate purpose; or (iii)
act in any way that violates the TERMS and Services’ policies as may be revised from
time to time.
o Disclaimer.
We make no representation or warranties that the Services are appropriate for use in
locations other than the United States or that the Services are or will be available for
use in any particular location or at specific times. We may change, modify, suspend,
or discontinue any aspect of the Services (including the payment services) at any time
and without prior notice. You agree that we will not be liable for any change,
modification, suspension, or discontinuation of the Services or any part thereof.
o Updates.
Update to the Services.
We may update the Services periodically but you agree that we are under no
obligation to do so or to provide technical support or maintenance. If we do
update the Services, it will be done automatically without notice to you if these
updates are designed to improve, enhance or fix bugs in the then current
version of the Services. By accepting these TERMS, you agree to such
updates.
Update to these TERMS.
If we modify these TERMS, we will either post the modification on the Site or
otherwise provide you with notice of the modification. We will also update the
"Posted" date at the top of these TERMS. By continuing to use the Services
(including the payment services) after we have posted a modification or have
provided you with notice of a modification, you are indicating that you agree to
be bound by the modified TERMS. If the modified TERMS are not acceptable
to you, your only recourse is to cease using the Services.
A. Your access and use of the Services is at your own risk and responsibility and you
shall comply with all laws, rules and regulations applicable to you. As a part of the
Services, you may have access to materials that are hosted by another party. You
agree that it is impossible for Notaroo to monitor such materials and that you access
these materials at your own risk.
7. Intellectual Property Rights.
o Notaroo Ownership.
The Services' features, design and content, including without limitation, all text,
documents, products, software, scripts, graphics, and services provided therein and
the trademarks, service marks and logos contained therein ("Content and Marks")
are either owned by us or owned by third parties and licensed to us. The Content and
Marks are protected under United States and foreign copyright and intellectual
property laws and treaties. The Content and Marks are provided to you "AS IS" for
your information and personal use only and are subject to the terms and conditions of
these TERMS. You agree not to use, copy, or distribute the Services or any part thereof
other than as expressly permitted herein, or to interfere with security-related features
of the Services. Nothing in these TERMS constitutes a waiver of our intellectual
property rights under any law. Our name, logo, and the product names associated with
the Services belong to us or our licensors, and no right or license is granted to use
them by implication, estoppel or otherwise. Neither these TERMS nor your access to
the Services transfers to you or any third party any rights, title or interest in or to such
intellectual property rights, except for the limited usage and access rights expressly
set forth in Section 4. Notaroo and its licensors reserve all rights not granted in these
TERMS. Notaroo does not grant any implied licenses under these TERMS.
B. User Ownership.
Each user owns its own User Generated Content.
C. License to Notaroo.
You hereby grant, and you represent and warrant that you have the right to grant, to
Notaroo an irrevocable, perpetual, nonexclusive, royalty-free, and fully paid, worldwide
license to license, reproduce, distribute, modify, adapt, publicly display and perform,
prepare derivative works of, incorporate into other works, and otherwise use your User
Generated Content (in whole or in part), and to grant sublicenses of the foregoing,
solely for the purposes of including your User Generated Content in the Services and
operating and providing the Site and Services. You agree to irrevocably waive (and
cause to be waived) any claims and assertions of moral rights or attribution with
respect to your User Generated Content.
D. User Feedback.
You agree that submission of any ideas, suggestions, and/or proposals to us
("Feedback") is at your own risk and that Notaroo has no obligations (including without
limitation obligations of confidentiality) with respect to such Feedback. You represent
and warrant that you have all rights necessary to submit the Feedback. You hereby
grant to Notaroo a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-
exclusive, and fully sublicensable right and license to use, reproduce, perform, display,
distribute, adapt, modify, re-format, create derivative works of, and otherwise
commercially or non-commercially exploit in any manner it deems appropriate, any
and all Feedback, and to sublicense the foregoing rights. We will treat any Feedback
you provide to us as non-confidential and non-proprietary. You agree that you will not
submit to us any information or ideas that you consider to be confidential or
proprietary. If you are a Notary, you acknowledge and agree that feedback about you
may not be accessible, viewable, or editable by you, and may be visible to other users
without your knowledge or consent.
E. Copyright Infringement Claim.
It is Notaroo’s policy to respect the legitimate rights of copyright and other intellectual
property owners, and we have adopted and implemented a policy respecting copyright
law that provides for the removal of any infringing materials and for the termination, in
appropriate circumstances, of users of our Services who are repeat infringers of
intellectual property rights, including copyrights. Should you believe that content
available via the Services unlawfully infringes one or more of your copyrights and you
wish to have the infringing material removed, the following information in the form of a
written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated
Copyright Agent:
A physical or electronic signature of the copyright owner or a person authorized
to act on their behalf;
identification of the copyrighted work claimed to have been infringed;
a description of the nature and exact location of the content that you claim to
infringe your copyright, in sufficient detail so to allow Notaroo to locate and
identify such content;
your name, address, telephone number and email address;
a statement that you have a good faith belief that the use of the material in the
manner described in your Complaint is not authorized by the copyright owner,
its agent, or the law; and
a statement that the information in the Complaint is accurate, and that you are
either the copyright owner or a person authorized to act on their behalf
Notaroo designated Copyright Agent is: support@notaroo.com. You
acknowledge that for us to be authorized to takedown any content, your Digital
Millennium Copyright Act (DMCA) takedown notice must comply with all the
requirements of this Section 7. Please note that a copy of your complaint, including
any contact information you provide (address, telephone number, and email address),
will be forwarded to the person or entity whose content you claim infringes your right.
o Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact
(falsities) in a written notification automatically subjects the complaining party to liability
for any damages, costs and attorney’s fees incurred by us in connection with the
written notification and allegation of copyright infringement.
8. Privacy.
Our Privacy Policy, located here: https://www.Getnotaroo.com/privacy_policy, describes our
practices regarding your personal information.
9. Fees and Financial Terms.
o Types of Fees.
Upon completion of a Notary Assignment, the Company that made the Signing
Request for such Notary Assignment will be charged: (1) a fee that in exchange for
that Notary’s performance of the Notary Assignment ("Notary Fee"); and (2) a fee for
use of the Services ("Notaroo Fee"). Collectively, the Notary Fee and Notaroo Fee are
the "Fees." The Company may elect to pay the Fees via one of the three ways
described in Section 9, Payment Options. All Fees listed on the Services are in US
dollars unless otherwise specified herein or on the Services. Company is responsible
for paying the Fees once that Company or the applicable Notary marks the Notary
Assignment complete on our Services. For clarity, the Fees are charged for each
Notary Assignment marked as complete by either the applicable Notary or Company
(i.e. the Fees are charged on a per transaction basis).
o Company Financial Terms.
The terms in this Company Financial Terms Section only apply to users who are
Companies. For purposes of this Company Financial Terms Section, "you" refers only
to users that are Companies (and no other users).
Payment Methods.
When you create an Account, you must provide us with valid credit card
information (Visa, Mastercard, or any other issuer accepted by us) or
automated clearing house account information ("Payment Provider" and
"Payment Provider Account"). We may, in our sole discretion, waive the
requirement in the previous sentence, in which case you may pay the Fees via
a commercial check, cashier’s check, or another format that we mutually agree
upon. Your Payment Provider agreement governs your use of the designated
Payment Provider Account, and you must refer to that agreement and not the
TERMS to determine your rights and liabilities. By providing us with your
Payment Provider Account, you agree we are authorized to immediately
charge your Payment Provider Account for all charges due and payable to us
(and to the Notary depending on the payment option you select from Section
9, Payment Options, in connection with your Account and that no additional
notice or consent is required. By submitting a Signing Request, you represent
that you are an authorized user of the Payment Provider Account provided.
Please note that we cannot control, and disclaim all liability associated with,
any fees that may be charged by your bank in relation to our collection of the
Fees.
Amount of Fees.
In connection with the creation of your Account, you and us will agree upon
our Notaroo Fee. The amount of the Notary Fees will vary depending on the
Notary Assignment (e.g. the Notary Fee is different for a Notary Assignment
that is for a refinancing Notary Assignment versus a Notary Assignment for a
new loan), the Notary, and location, and is at your discretion. The amount of
the Notaroo Fee may vary from Company to Company. After you login to your
Account, and while you create a Signing Request, the Services will display the
Notary Fee you would owe (next to a description of the Notary Assignment)
should you submit the Signing Request. For clarity, the Services will inform
you of the total Notary Fees you would owe before you submit the Signing
Request. Notaroo may enable features in your Account that permit you submit
the least and greatest amount of Notary Fees you be willing to pay for each
Notary Assignment. By submitting a Signing Request, you agree to pay all the
Fees for that Signing Request in accordance with the fees, charges, and billing
terms in effect at the time the charge is due and payable. A list of all the Fees
you owe are available to view in your Account and we will send you periodic
invoices for the Fees you owe depending on the payment option you choose
in Section 9, Payment Options. If you have questions or concerns about our
billing practices, please contact us at the contact information listed in Section
20 (Questions and Concerns).
Payment Options.
We offer you three payment options, and your Account will be subject to the
option you and we mutually agree upon when you create your Account.
Under the first payment option, you must pay each Notary Fee directly
to each Notary on your own and outside of the Services, and your
Payment Provider Account will be automatically charged each month
for the Notaroo Fees you owe for that month ("Classical Invoice").
Under the second payment option, Notaroo will submit a Classical
Invoice to you each month for all Notary Assignments for the prior
month, and we will pay each Notary on your behalf ("Auto Pay"). Under
Auto Pay, we will disburse Notary Fees to Notaries on your behalf.
Upon your payment of the Notary Fees to us, your payment obligation
for that Notary Assignment is extinguished, and we are responsible for
remitting the Notary Fees to the Notary in the manner described in
these TERMS.
Under the third payment option, Notaroo will charge your Payment
Provider Account for the Fees on a bi-monthly basis (i.e. two times
each month), and will pay each Notary via Auto Pay. Under Auto Pay,
we will disburse Notary Fees to Notaries on your behalf. Upon your
payment of the Notary Fees to us, your payment obligation for that
Notary Assignment is extinguished, and we are responsible for
remitting the Notary Fees to the Notary in the manner described in
these TERMS.
Payment Changes.
You agree to immediately notify us of any change in your Payment Provider
Account, including your billing address, used for payment hereunder. We
reserve the right, at any time, to change our prices and billing methods, either
immediately or upon posting on our Services or by email delivery to you.
Only a Venue.
You agree that only the Notary, and not Notaroo, is responsible for performing
each Notary Assignment, and accounting for damages resulting from
performance of such Notary Assignment. You acknowledge and agree that by
submitting each Signing Request, you enter into an agreement with the Notary
who accepted your Signing Request, and that we, Notaroo, are not a party to
such agreements. You further acknowledge and agree that with the exception
of Notaroo’s obligations to process payments pursuant to these TERMS, we
disclaim all liability arising from or related to any such agreements between
you and Notaries.
B. Notary Financial Terms.
The terms in this Section 9, Notary Financial Terms, only apply to users who are
Notaries. For purposes of this Section 9, Notary Financial Terms, "you" refers to users
who are Notaries (and no other users).
Limited Agent.
Subject to these TERMS, each Notary hereby appoints us as its limited agent
for the sole purpose of accepting and collecting Notary Fees from Companies
who choose Auto Pay. You acknowledge and agree that payments made to us
by a Company using Auto Pay shall be considered the same as a payment
made directly to you. You agree to indemnify us in the event a Company
triggers a chargeback of any Notary Fees that are paid to you.
Disclaimer.
If we are unable to collect any Fees, we will inform you in writing. However, we
have no obligation to impose collection procedures on Companies and we do
not guarantee payment from Companies.
Taxes.
Tax regulations may require us to collect appropriate tax information from you
or to withhold taxes from payouts to you, or both. For instance, IRS regulations
stipulate that we must collect an IRS Form W-9 from certain US Notaries. You
are solely responsible for keeping information in your tax forms current,
complete, and accurate. If you fail to provide us with documentation that we
determine to be sufficient to alleviate our obligation (if any) to withhold taxes
from payments to you, we reserve the right in our sole discretion to freeze all
payments of Notary Fees to you until resolution, to withhold such amounts as
required by law, or to do both. You understand and agree that you are solely
responsible for determining your applicable tax reporting requirements and for
remitting to the relevant authority any taxes included or received by you
through the Services. We cannot and do not offer tax advice to our users.
C. Refunds.
Notaroo has no obligation to provide refunds or credits, but may grant them in
extenuating circumstances, for instance to correct any errors made by Notaroo, in each
case at Notaroo’s sole discretion. We do our best to rectify errors we made and that
we become aware of. If you believe Notaroo made an error in processing your
payments, please contact us at the contact information listed in Section 20 (Questions
or Concerns).
10. Disclaimer of Warranties.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF
DEALING OR USAGE OF TRADE. NOTAROO DOES NOT WARRANT THAT THE
SERVICES WILL OPERATE ERROR-FREE, OR THAT THE SERVICES ARE FREE OF
VIRUSES OR OTHER HARMFUL CODE. NOTAROO DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING ANY SERVICES PROVIDED BY A NOTARY, ANY
FAILURE TO PROVIDE SUCH SERVICES, OR THE CONDUCT OF ANY NOTARY WITH
WHOM YOU INTERACT, AND THE FOREGOING ARE AT YOUR OWN RISK. NO ADVICE
OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NOTAROO OR
THROUGH THE SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY
NOT EXPRESSLY MADE HEREIN.
YOU ACKNOWLEDGE THAT NOTAROO IS NOT ABLE TO CONTROL OR SUPERVISE
YOUR INTERACTION OR TRANSACTIONS WITH OTHER USERS OF THE SERVICE AND
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR SUCH INTERACTION OR
TRANSACTIONS. NOTAROO RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO (I)
MONITOR ANY SUCH DISPUTE OR (II) UPON YOUR REQUEST, INTERVENE IN SUCH
DISPUTE FOR THE PURPOSE OF RESOLVING THE DISPUTE, PROVIDED THAT
NOTAROO WILL NOT BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER ARISING
FROM ANY MONITORING OR INTERVENTION ACTIVITIES THAT WE PERFORM.
FROM TIME TO TIME, NOTAROO MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH
WHICH YOU MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY
FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND
MAY BE MODIFIED OR DISCONTINUED AT NOTAROO’S SOLE DISCRETION. THE
PROVISIONS OF THIS SECTION 10 APPLY WITH FULL FORCE TO SUCH FEATURES
AND TOOLS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND NOTWITHSTANDING
NOTAROO’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE
NOTARIES FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM COMPANIES ON
BEHALF OF THE NOTARIES, NOTAROO EXPLICITLY DISCLAIMS ALL LIABILITY FOR
ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY.
11. Limitation of Liability.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, THE ENTIRE RISK ARISING OUT OF THE USE OF OUR SERVICES, INCLUDING
OUR PROVISION OF PAYMENT SERVICES TO YOU HEREUNDER, REMAINS WITH YOU.
IF YOU PERMIT OR AUTHORIZE ANOTHER PERSON TO USE YOUR NOTAROO
ACCOUNT IN ANY WAY, YOU ARE RESPONSIBLE FOR THE ACTIONS TAKEN BY THAT
PERSON. NEITHER NOTAROO NOR ANY OTHER PARTY INVOLVED IN PROVIDING THE
SERVICES (OR IN CARRYING OUT PAYMENT SERVICES HEREUNDER) WILL BE LIABLE
FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE
INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF
SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR
BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION
WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE PAYMENT
SERVICES, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH
OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF
YOUR USE OF THE SERVICES (INCLUDING THE PAYMENT SERVICES), WHETHER
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NOTAROO HAS
BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED
REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE NOTARIES
PURSUANT TO THE PAYMENT PROVISIONS OF THESE TERMS, IN NO EVENT WILL
NOTAROO’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH
THESE TERMS AND YOUR USE OF THE SERVICES AND OUR PAYMENT SERVICES
HEREUNDER INCLUDING, BUT NOT LIMITED TO, FROM THE USE OF OR INABILITY TO
USE OUR PAYMENT SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE
FOR SERVICES VIA THE NOTAROO PLATFORM AS A COMPANY (OR BORROWER) IN
THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR
IF YOU ARE A NOTARY, THE AMOUNTS PAID BY NOTAROO TO YOU IN THE SIX (6)
MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE
HUNDRED U.S. DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS
APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NOTAROO
AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE
LIMITATION MAY NOT APPLY TO YOU.
12. Indemnification.
You agree to defend, indemnify and hold harmless Notaroo, and respective suppliers,
licensors, officers, directors, employees and agents from any losses, costs, liabilities and
expenses (including reasonable attorneys’ fees) relating to or arising out of (i) your use of the
Service; and (ii) your breach of these TERMS and/or applicable law. Notaroo reserves the
right, at your expense, to assume the exclusive defense and control of any matter for which
you are required to indemnify Notaroo, and you agree to cooperate with the defense of these
claims. You agree not to settle any matter without the prior written consent of Notaroo. Notaroo
will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming
aware of it. This provision does not require you to indemnify Notaroo, and respective suppliers,
licensors, officers, directors, employees or agents for any unconscionable commercial practice
by such party or for such party’s fraud, deception, false promise, misrepresentation or
concealment, suppression or omission of any material fact in connection with the Services.
13. Term and Termination.
o Term.
These TERMS shall become effective on the date that you first register, access, or use
the Services. These TERMS shall continue in full effect until terminated, as set forth
herein.
B. Termination.
You may terminate your relationship with us at any time by unregistering your Account
or discontinuing your use of the Services. We may suspend or terminate your rights to
use the Services (including your Account) at any time for any reason at our sole
discretion, including for any use of the Services in violation of these TERMS.
C. Effect of Termination.
Upon termination of these TERMS: (i) the license granted to you hereunder will
automatically expire; (ii) your Account and right to access and use the Services will
terminate immediately you will cease any and all use of the Services. You understand
that any termination of your Account may involve deletion of any data associated with
your Account from our live databases. You also understand that Notaroo may
deactivate your Account upon termination, but may retain all data associated with your
Account and use it in accordance with these TERMS. Notaroo will not have any liability
whatsoever to you for any termination of your rights under these TERMS, including for
termination of your Account or deletion or preservation of such data. Even after your
rights under these TERMS are terminated, all provisions of these TERMS which by
their nature should survive, will survive, including, without limitation, ownership
provisions, warranty disclaimers, and limitations of liability.
14. Third Party Software and Licenses.
Portions of the Services may include software that we license from third parties ("Third Party
Software"), which may be subject to various "open source" or commercial licenses. Third Party
Software is subject to the terms and conditions imposed by the licensors of that Third Party
Software ("Third Party Terms"). You agree that your use of Third Party Software is subject to
and governed by the related Third Party Terms. To the extent of any conflict between any
Third Party Terms and the terms of these TERMS, the Third Party Terms shall prevail in
connection with the related Third Party Software. Notwithstanding anything to the contrary
herein, we do not make any warranty with respect to Third Party Software.
15. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury.
Please read this Section 15 ("Arbitration Agreement") carefully. It is part of your
contract with Notaroo and affects your rights. It contains procedures for MANDATORY
BINDING ARBITRATION AND A CLASS ACTION WAIVER. By agreeing to arbitration,
you are waiving your right to seek relief in a court of law.
A. Applicability of Arbitration Agreement. You acknowledge and agree that any
dispute or claim relating in any way to these TERMS, your use of the Services,
or to any products or services sold or distributed by Notaroo, will be resolved
by binding arbitration, rather than in court, except that you may assert claims in
small claims court if your claims qualify. Notwithstanding the foregoing, you agree that
you will not bring any class action claims in small claims court. The Federal Arbitration
Act and federal arbitration law apply to this Agreement.
B. Waiver of jury trial. There is no judge or jury in arbitration, and court review of an
arbitration award is limited. However, an arbitrator can award on an individual basis
the same damages and relief as a court (including injunctive and declaratory relief or
statutory damages), and must follow these TERMS as a court would.
C. Commencement of Arbitration Proceeding. To begin an arbitration proceeding, you
must send a letter requesting arbitration and describing your claim to Notaroo
at support@notaroo.com The arbitration will be conducted by JAMS, an established
alternative dispute resolution provider. Disputes involving claims and counterclaims
under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to
JAMS’s most current version of the Streamlined Arbitration Rules and procedures
available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims
shall be subject to JAMS’s most current version of the Comprehensive Arbitration
Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-
arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS
at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an
alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s
filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS,
Notaroo will pay them for you. In addition, Notaroo will reimburse all such JAMS’s filing,
administrative, hearing and/or other fees for claims totaling less than $10,000 unless
the arbitrator determines the claims are frivolous. Likewise, Notaroo will not seek
attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are
frivolous. You may choose to have the arbitration conducted by telephone, based on
written submissions, or in person in the country where you live or at another mutually
agreed location. Any judgment on the award rendered by the arbitrator may be entered
in any court of competent jurisdiction.
D. No Class Actions. We each agree that any dispute resolution proceedings will
be conducted only on an individual basis and not in a class, consolidated or
representative action. If for any reason a claim proceeds in court rather than in
arbitration, we each waive any right to a jury trial. We also both agree that you or
we may bring suit in court to enjoin infringement or other misuse of intellectual property
rights.
E. Thirty-Day Right to Opt Out. You have the right to opt out of the provisions of this
Arbitration Agreement by sending written notice of your decision to opt out to the
address listed in Section 20 (Questions or Concerns) within thirty (30) days after first
becoming subject to this Arbitration Agreement. Your notice must include your name
and address, and the email address you used to set up your Account, and an
unequivocal statement that you want to opt out of this Arbitration Agreement. If you
opt out of this Arbitration Agreement, all other parts of this TOS Agreement will
continue to apply to you. Opting out of this Arbitration Agreement has no effect on any
other arbitration agreements that you may currently have, or may enter in the future,
with us.
F. Survival. This Arbitration Agreement will survive the termination of your relationship
with Notaroo.
G. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek
emergency equitable relief before a state or federal court in order to maintain the status
quo pending arbitration. A request for interim measures shall not be deemed a waiver
of any other rights or obligations under this Arbitration Agreement.
H. Courts. In any circumstances where the parties are permitted to litigate in court, the
parties hereby agree to submit to the personal jurisdiction and exclusive venue of the
state courts in Maricopa County, Arizona and federal courts located in the Middle
District of Arizona for such purpose.
16. Export Controls.
The Services may be subject to U.S. export control laws and may be subject to export or import
regulations in other countries and you will comply therewith. You agree not to export, re-export,
or transfer, directly or indirectly, any U.S. technical data acquired from Notaroo, or any
products utilizing such data, in violation of the United States export laws or regulations. You
will defend, indemnify, and hold harmless Notaroo from and against any violation of such laws
by you or any of your agents, officers, directors, or employees.
17. Disclosures.
Notaroo is located at the address set forth below. You may report complaint
here: https://www.azag.gov/complaints/consumer.
18. Electronic Communications.
The communications between you and Notaroo use electronic means, whether you use the
Services or send us emails, or whether Notaroo posts notices on the Services or
communicates with you via email. For contractual purposes, you (a) consent to receive
communications, including notifications, from Notaroo in an electronic form; and (b) agree that
all terms and conditions, agreements, notices, disclosures, and other communications that
Notaroo provides to you electronically satisfy any legal requirement that such communications
would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable
rights.
19. Miscellaneous.
These TERMS constitute the entire understanding between the parties with respect to the
matters referred to herein. If any provision of these TERMS is held to be unenforceable, such
provision shall be reformed only to the extent necessary to make it enforceable and such
decision shall not affect the enforceability of such provision under other circumstances, or of
the remaining provisions hereof under all circumstances. As used herein, "including" means
"including without limitation". Failure of Notaroo to enforce any rights or to take action against
you in the event of any breach hereunder shall not be deemed a waiver of such rights or of
subsequent actions in the event of future breaches. These TERMS and any right granted
herein may not be assigned by you without the prior written consent of Notaroo. The terms
and conditions set forth in these TERMS shall inure to the benefit of and be binding upon
permitted assignees.
20. Questions or Concerns.
If you have any questions or concerns regarding these TERMS, please contact us
at: support@notaroo.com or write to us at PO Box 5316 Lancaster, PA 17606.