Bring Your Own Notary (BYON) Supplement
This Bring Your Own Notary (BYON) Supplement is attached to and incorporated into the Notarize General Terms (“General Terms”). Capitalized terms not otherwise defined have the meanings given in the General Terms or the relevant Supplement or Order Form.
1. Applicability. This BYON Supplement applies to Subscribers who use the Platform to procure Notarizations, E-Sign Services, and related services from BYON Notaries through the Platform in connection with a Transaction.
2. BYON Notary Access. In addition to Subscriber’s access rights under Section 2 (Access) of the Subscriber Supplement, during the Subscription Period Subscriber may allow BYON Notaries to access and use the Platform in connection with BYON Services included in Subscriber’s Subscription Plan on a non-exclusive, non-transferable, limited basis, solely in connection with a Transaction, for the Subscriber’s own internal business purposes. Subscriber is responsible for ensuring that BYON Notaries comply with the Agreement.
3. Compliance. Prior to allowing a BYON Notary to access the Platform, Subscriber will ensure that the BYON Notary has (a) agreed to the General Terms and Notary User Supplement by registering an Account ID and (b) provided updated copies of any Compliance Documentation Notarize reasonably requires. “Compliance Documentation” means BYON Notary’s (i) proof of completion of training required by Notarize or Applicable Notary Law, (ii) proof of sufficient bond if required by Applicable Notary Law, (iii) proof of e-Notary approval (or online/remote online notary approval), (iv) proof of sufficient E&O insurance if required by Notarize or Applicable Notary Law, and (v) any other documentation that Notarize reasonably requires to ensure the Notary or Platform complies with legal and compliance requirements. Notarize may update Compliance Documentation requirements with reasonable advance notice to Subscriber. In addition, Subscriber will ensure that BYON Notaries observe and act in accordance with Notarize’s rules and policies to ensure legal and regulatory compliance of the Platform and the integrity of notarial and other acts facilitated by the Platform. Subscriber is responsible for the acts and omissions of BYON Notaries who access the Platform in connection with BYON Services.
4. Representations and Warranties. Subscriber represents and warrants that BYON Notaries who are Subscriber employees (a) are duly commissioned Notaries and (b) have passed (and will continue to pass) background checks to confirm compliance with the current version of the National Notary Associations National Signing Agent background criteria, or other criteria permitted by Notarize.
5. Fees Not Billable To Subscriber’s Customers. Subscriber acknowledges that BYON Services Fees are technology fees, not fees for Notarization services. If Subscriber passes the cost of BYON Services on to a customer, then (a) BYON Services Fees will not be billed to the customer as a standalone line item and (b) any related documentation Subscriber provides to the customer must not show Notarize as a payee. It is Subscriber’s duty to understand Applicable Notary Law, including fees that may be charged for Notarizations.
6. Indemnification. Section 9.2 (By User) of the General Terms is superseded by this Section 6. Subscriber will indemnify, defend, and hold Notarize, its affiliates and their officers, directors, employees, agents and representatives harmless from and against any and all costs, damages, liabilities or expenses (including reasonable attorneys’ fees) arising from any third-party claims resulting from (a) the use or possession by any person of User Data or the User System in accordance with the Agreement, (b) breach of the Agreement by Subscriber, BYON Notaries, or any third party acting on Subscriber’s behalf, or (c) access to or use of the Platform or Services by Subscriber or BYON Notaries.
7. Survival. The following Sections of this BYON Supplement survive termination of the Agreement: 5 (Fees Not Billable to Subscriber’s Customers) and 6 (Indemnification).
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