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These Qualia Notary Terms of Service (these “Notary Terms of Service”) set forth the additional terms and conditions upon which Qualia Labs, Inc. (“Qualia”) offers you (“Notary” or “you” or “End-User”) access to Qualia’s web-based remote online notarization application (the “Notary Solution”), which is integrated with and is hereby deemed to be part of the Service, to enable Notary to perform remote notarizations solely for the purpose and to the extent authorized by Qualia (and, if applicable, Entity) and, if applicable, solely in accordance with, and subject to, the Entity Agreement. Qualia and Notary are each sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties.” By clicking “Sign up” or “I agree” or otherwise indicating your assent or by accessing or using the Notary Solution, you agree to be bound by these Notary Terms of Service. If you do not agree to these Notary Terms of Service, do not access or use the Notary Solution. This is a legally enforceable contract.
These Notary Terms of Service are governed by and are hereby incorporated into and are a supplemental part of the Qualia Connect End-User Terms of Service (as Qualia may amend from time to time, the “EULA”). You hereby reaffirm that you expressly agree to the terms of the EULA. Any capitalized terms used but not defined in these Notary Terms of Service shall have the meanings given to them in the EULA. To the extent of any conflict between these Notary Terms of Service and the EULA, these Notary Terms of Service shall control with respect to electronic notarization services.
From time to time, Qualia may modify these Notary Terms of Service. Please check this page regularly for updates. Qualia will make commercially reasonable efforts to give you notice of material changes to these Notary Terms of Service. Your continued access to or use of the Notary Solution constitutes your acceptance of any such changes. No other amendment, modification or supplement of any provision of these Notary Terms of Service will be valid or effective unless made in writing and signed by both Parties. Neither any course of conduct between Qualia and you (or, as applicable, Entity) nor any trade practices shall act to modify these Notary Terms of Service.
1. Repository Services.
1.1 Subject to your compliance with these Notary Terms of Service and any other applicable terms, such as the Qualia End-User Terms, the Notary Solution shall allow Notary, as permitted or required by applicable notary law, to conduct remote notarizations and to access, store and download for storage or printing electronic notarial records related to notarial acts performed by Notary on the Notary Solution, including, without limitation, recordings of signing events and notarial journal entries.
1.2 Qualia shall use commercially reasonable efforts to provide such repository services and to maintain the recordings and journal entries in accordance with industry standards.
2.1 Notary expressly appoints until the termination of these Notary Terms of Service the Notary Solution as Notary's repository, with respect to notarial sessions conducted on the Notary Solution by Notary, to: (a) create, and as permitted under applicable notarial law, maintain audio-video recordings of such notarial sessions; and (b) create and maintain the electronic notarial journal entry information for such sessions.
3. Rules & Legal Compliance. Notary shall comply with all policies, rules, restrictions, procedures, protocols, specifications, instructions, and requirements provided or made available by Qualia in connection with or in relation to the Notary Solution including, without limitation, the Notary Journal and Recording Policies and Procedures. To the extent of any conflict between these Notary Terms of Service and the Notary Journal and Recording Policies and Procedures, the Notary Journal and Recording Policies and Procedures shall control.
4.1 Notary acknowledges that, although remote and electronic notarizations may be accepted in certain states generally, some counties, municipalities, agencies, businesses, or other entities or authorities may not accept electronically notarized documents or remotely notarized documents.
4.2 Notary acknowledges that governmental authorities (including, without limitation, agencies responsible for commissioning notaries) may require or request that Qualia provide information or documentation relating to Notary or Notary’s activities in connection with the Notary Solution, and Notary hereby consents to such disclosures.
4.3 Notary acknowledges that Qualia makes no representations or warranties of any kind relating to (a) Notary-related, journal-related, recording-related, or other Notary Solution-related legal requirements (including, without limitation, any recording or reporting requirements); or (b) the true identities (or credentials or affiliations) of any individuals or entities that execute any documents or with respect to which any documents pertain or that may participate in a notarial session on the Notary Solution.
5.1 Notary is solely responsible for determining whether any document: (a) is governed by, or is excluded from, applicable electronic or remote notarization laws; (b) is subject to any particular governmental authority rules or regulations pertaining to electronic or remote notarization; or (c) can be notarized electronically or remotely under applicable law.
5.2 Notary is solely responsible for meeting any digital certificate requirements and acknowledges that Qualia is not responsible for the cost of acquiring the certificate or for the effectiveness of any purchased digital certificate.
5.3 Notary is solely responsible for determining and ensuring compliance with all applicable laws, rules and regulations of Notary’s jurisdiction of commission regarding the conduct of electronic signatures and remote online notarizations.
5.4 Notary shall maintain Profile Information that is complete, accurate and up to date. Notary shall promptly provide any additional compliance documentation requested by Qualia or otherwise required, including, without limitation, proof of completion of trainings, proof of Notary’s commission and authorization to perform remote online notarizations, and proof of adequate insurance or bond. Notary shall further promptly advise Qualia and its Entity employer of any changes to the Notary's commission status or standing, including and not limited to any disciplinary action, revocation, expiration, loss or theft of the Notary's electronic signature, notarial seal, or digital certificate, or any other changes to their authority or ability to perform notarizations. Notary covenants to suspend Notary's use of the Notary Solution to perform notarial acts if at any time, Notary's commission or authority to perform remote online notarial acts is no longer in active status, in good standing, or otherwise becomes invalid.
5.5 Notary is solely responsible for managing Notary’s unique access credentials to Notary's user profile to maintain Notary’s control over the recordings and the journal as required by applicable notarial law.
5.6 Notary is responsible for ensuring that each recording and journal entry is valid, complete, and meets the requirements of the applicable Notarial Law.
6.1 Qualia does not represent or warrant that the Notary Solution will meet any or all requirements of applicable notarial law. Qualia also does not provide legal advice. If Notary believes that Notary needs legal advice regarding Notary's use of the Notary Solution, Notary is solely responsible for obtaining such advice from an attorney licensed to practice law in Notary's state of commission.
6.2 Qualia is not acting as a legal custodian in providing the repository services to Notary or on Notary’s behalf, and Qualia assumes no fiduciary duties to Notary or any Entity under these Notary Terms of Service.
6.3 Qualia does not warrant that the Notary Solution will be error-free. Among other things, it: may not be available on a 24/7 basis; during an audio-video session recording, the video or audio stream may disconnect, experience latency, lose data, the Authorized User’s or Notary’s microphone or webcam may stop working, or other such interruptions may occur that impact the accuracy and completeness of the recording. By relying on Qualia to act as the repository for the session recordings and Notary’s electronic journal, Notary is assuming the risk that situations outside of Qualia's control may cause any of the recordings and/or any electronic journal entry to be incomplete, deleted, rendered permanently inaccessible, or otherwise become permanently unavailable to the Notary. Notary acknowledges the risks and limited functionality of the Notary Solution and Qualia's repository services and agrees to take reasonable measures, such as regularly downloading the Notary's journal entries and session recordings, to create backups or ensure accessibility.
6.4 All disclaimers made in the Entity Agreement shall apply with respect to these Notary Terms of Service and the services provided hereunder.
6.5 Qualia disclaims any warranties not set forth expressly herein or in the Entity Agreement.
7. Representations and Warranties. Notary represents, warrants, and covenants to Qualia that (a) Notary is, and at all times shall be, a duly commissioned notary in good standing (including, without limitation, fully and timely satisfying any online-related requirements) in all applicable jurisdictions to perform remote online notarizations; (b) Notary has, and at all times shall have, a proper notary bond in all applicable jurisdictions; (c) Notary maintains, and at all times shall maintain, adequate (including, without limitation, any applicable legally-required) insurance coverage or bond; (d) any electronic seal or digital certificate contained within the Profile Information or otherwise provided or uploaded by or on behalf of Notary via or in connection with the Notary Solution is valid, current and not revoked, and meets, and at all times shall meet, all requirements of all applicable jurisdictions; (e) Notary shall promptly advise Qualia and Notary’s employer of any changes to commission status, notary standing, disciplinary action, or any other changes to their authority or ability to perform notarizations and will promptly discontinue use of the Notary Solution; (f) Notary has complied with all requirements of Notary's state of commission with respect to registering the Notary Solution and Qualia as the platform and provider to be used by Notary to perform remote online notarizations and as the repository of Notary's journal entries and, if applicable, recordings; (g) Notary has received sufficient training and education on the operation of the Notary Solution to be able to utilize the Notary Solution to perform remote online notarizations and to store and maintain the journal entries and, if applicable, session recordings in full compliance with applicable notarial law; (h) Notary shall promptly respond to and address all requests of any Entity, End-User or third party, including and not limited to any governmental or state authority or agency, for access to such journal entries or, if applicable, session recordings; and (i) Notary shall take all actions and make all statements required to ensure the contents of each session recording and each journal entry comply with applicable notarial law.
8. Indemnification. In addition to Notary’s indemnification obligations under the EULA or Entity’s obligations under the Entity Agreement, Notary shall indemnify and hold harmless Qualia and all other Qualia Indemnitees from any and all liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred by such Qualia Indemnitee in connection with any claims, proceedings or causes of action that arise out of or result from, or are alleged to arise out of or result from, any (a) marketing, promotion, advertising, offer for sale, sale, provision, commercialization, distribution, delivery, maintenance, or support of any products, data, information, materials, or services by or on behalf of Notary (or under Notary’s account); (b) breach by Notary of these Notary Terms of Service; or (c) negligence, misconduct, failure, error, omission, misrepresentation, or violation of any applicable laws or regulations by or on behalf of Notary (or under Notary’s account) in connection with the Notary Solution.
9. Term and Termination.
9.1 Term. Notary’s right to access the Notary Solution shall begin on the date Notary registers for the Notary Solution and shall continue until the earlier of (a) termination in accordance with these Notary Terms of Service; or (b) if applicable, expiration or termination of the Entity Agreement.
9.2 Termination. Notary may discontinue use of the Notary Solution and terminate these Notary Terms of Service at any time. Qualia may limit access to or use of the Notary solution, including by suspending Notary's ability to conduct notarial sessions on the Notary Solution, at any time. Qualia may terminate these Notary Terms of Service for any material breach that is uncured within 15 days of notice of such breach and for convenience with 30 days notice to Notary.
9.3 Effect of Termination. Upon termination of these Notary Terms of Service, your licenses to access and use the Notary Solution (if any) shall be limited- you will not be able to conduct additional notarizations, but you may have ongoing access to materials associated with completed notarizations. Termination of these Notary Terms of Service shall not affect the Entity Agreement and any order forms associated with the Entity Agreement. Except as expressly provided in these Notary Terms of Service or as required by applicable law, Qualia shall not be required to maintain any Journal, Recordings or End-User Data of a Notary beyond termination of these Notary Terms of Service. Notary acknowledges that: (a) applicable law may require Qualia to maintain the recordings under Qualia's control and management and, in such event; Qualia, where permitted by applicable law, may charge fees for copies provided during the long-term storage of such recordings or other materials.
9.4 Survival. Sections 2.2, 7, 8, 9.3 and 10 shall survive termination of the Notary Terms of Service.
10.1 Limitation of Liability. The limitations on liability set forth in the Entity Agreement shall apply to Qualia's duties and obligations under these Notary Terms of Service. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, AND EXCEPT FOR DAMAGES CAUSED BY QUALIA'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, QUALIA WILL NOT BE LIABLE TO NOTARY FOR ANY TEMPORARY OR PERMANENT LOSS OF THE SESSION RECORDINGS OR THE NOTARY’S ELECTRONIC JOURNAL ENTRIES OR FOR ANY RECORDING OR JOURNAL ENTRY THAT IS INVALID, INCOMPLETE, OR DOES NOT OTHERWISE MEET THE REQUIREMENTS OF APPLICABLE NOTARIAL LAW. Qualia shall bear no obligations or liability for Notary’s breach of these Notary Terms of Service. In no event shall Qualia's liability to Notary exceed the greater of the amounts actually paid to Qualia for the services described herein or $500.
10.2 Governing Law. Notary agrees that any question, conflict, requirement, or interpretation related to remote online notarization will be governed and subject to the notarial law and the electronic signature law of the state in which the Notary is commissioned, without giving effect to any choice or conflict of law provision or rule. The Notary Terms of Service shall be governed by and construed in accordance with California law as if executed and fully performed in California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).