GenuineDoc Service Agreement

YOU MUST READ THIS GENUINEDOC SERVICE AGREEMENT ("SUBSCRIBER AGREEMENT") BEFORE APPLYING FOR, ACCEPTING, OR USING OUR NOTARIZATION SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS SUBSCRIBER AGREEMENT, DO NOT APPLY FOR, ACCEPT, OR USE GENUINEDOC NOTARIZATION SERVICES.

1. Description of Service. The GenuineDoc Service allows you to perform digital notarizations, using our GenuineDoc Service and your digital certificates issued by GenuineDoc recognized Certification Authorities, for the purpose of authenticating documents. After registering your account at GenuineDoc you will be allowed to perform digital notarizations by submitting your digital signatures or fingerprints (hashes) of your documents to GenuineDoc.com. GenuineDoc.com verifies the validity of your signature or fingerprint and the accuracy of the timestamp, and upon successful check issues an identifier uniquely associated with the signed or fingerprinted content that can be later used to verify the signature or fingerprint. Verification is enabled by you placing a link to GenuineDoc verificaton script and/or displaying Genuine Document Seal on the pages where signed or fingerprinted content resides. When your site's visitors click the link, GenuineDoc will find the signed or fingerprinted content and verify that it was not changed after being signed or fingerprinted.
2. Use Restrictions. You are prohibited from using GenuineDoc services (i) for or on behalf of any other organization, (ii) for trying to deceive consumers by substituting the signed or fingerprinted document when GenuineDoc requests it or manipulating the display properties of the HTML inside signed or fingerprinted content, including but not limited to, changing visibility, color, font properties of the text that could prevent consumers from correctly recognizing the text fragment that was actually signed or fingerprinted, (iii) for any purpose other then its intended use. Any attempt to deceive consumers and/or relying parties shall result in GenuineDoc stopping your account immediately.
3. SignDoc License. GenuineDoc.com hereby grants to you, and you accept, a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty free license to use the SignDoc software for the sole purpose of using the GenuineDoc Service and for no other purposes. GenuineDoc.com specifically reserves all rights in and to SignDoc not expressly granted hereunder. The grant of license may not, in whole or in part, be assigned, transferred, pledged, mortgaged or otherwise encumbered by you to any third party. Nothing contained in the Agreement shall be construed as conferring by implication, estoppel, or otherwise, any license or right to any intellectual property of GenuineDoc.com. You specifically agree not to copy, modify, disassemble, decompile, or otherwise reverse engineer SignDoc, or prepare any derivative works based upon SignDoc. You agree not to remove or destroy any copyright marks or copyright legends placed upon or contained within SignDoc.
4. Digital Notarization Not Legally Binding. GenuineDoc.com does not represent nor warrant that documents digitally notarized using the GenuineDoc Service provide the same legal value as documents signed by a traditional notary. The legal value of a digitally notarized document will vary depending on your jurisdiction.
5. Additional Representations. By submitting this Subscriber Agreement (and Application) you represent that the following statements are true and warrant that such statements shall be true during the term of this Subscriber Agreement.
   
   (1) This Subscriber Agreement and the Application has been submitted by a responsible official or representative empowered and authorized by the organization named in the Application (the "Company name") to certify that the conditions set forth in this Subscriber Agreement (and Application) have been, or shall be, met in full by the Organization.
   
   (2) You shall operate your computer systems on which you install Genuine Document Seals and links to GenuineDoc.com verification script ("Server") under your Effective Control.
   
   (2.1) "Effective Control" means you 1) have access to all transaction data that may be transmitted over the Server, and are prepared to disclose data to a government agency in the jurisdiction where the Server is operated pursuant to a duly authorized warrant or court order or other lawful authority and 2) have authority to modify or control the Server, including the ability to remove all your links to GenuineDoc.com verification script and all copies of Genuine Document Seal in the event that this Subscriber Agreement is terminated.
6. Warranties.

   (1) GenuineDoc.com Warranties. GenuineDoc.com warrants to you that there are no errors introduced by GenuineDoc.com in our signature and fingerprint submission and verification processes.
   
   (2) Your Warranty. You warrant to GenuineDoc.com and anyone who relies on signatures and fingerprints you submit to GenuineDoc.com that (a) all the information you provide to GenuineDoc.com is accurate; (b) no registration information you provided (including your e-mail address) infringes the intellectual property rights of any third parties; (c) the registration information you provided (including your email address) has not been and will not be used for any unlawful purpose; (d) you have been (since the time of its creation) and will remain the only person possessing your private keys used to sign documents with GenuineDoc and no unauthorized person has had or will have access to your private keys; (e) you have been (since the time of its creation) and will remain the only person possessing any challenge phrase, PIN, software, or hardware mechanism protecting your private keys used to sign documents with GenuineDoc and no unauthorized person has had or will have access to the same; (f) you are using your GenuineDoc.com account exclusively for authorized and legal purposes consistent with this Agreement; (g) each digital signature created using your private key is your digital signature, and the certificate has been accepted and is operational (not expired or revoked) at the time the digital signature is created; (h) when you publish any signed or fingerprinted content on your sites, you will make the signed or fingerprinted fragments easily identifiable by consumers by using formatting, borders, or other means; (i} you manifest assent to this Subscriber Agreement as a condition of using GenuineDoc notarization services. You also agree that you will not monitor, interfere with, or reverse engineer the technical implementation of signing, fingerprinting, and verification processes, except with the prior written approval from GenuineDoc.com, and shall not otherwise intentionally compromise the security of the GenuineDoc system and its users.

   Disclaimers of Warranties. YOU AGREE THAT YOUR USE OF GENUINEDOC.COM'S SERVICE(S) IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL SUCH SERVICES ARE PROVIDED ON AN "AS IS" AND AS AVAILABLE BASIS, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. GENUINEDOC.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OTHER THAN THE WARRANTIES AS SET FORTH IN SECTION 6, GENUINEDOC.COM DOES NOT MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIRMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTTAINED THORUGH OUR SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLEY MADE HEREIN, YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOUR FROM A THIRD PARTY.
7. Relationship of the Parties. You and we are independent contractors, and nothing in this Agreement will create any Affiliateship, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
8. Indemnity. You agree to release, indemnify, defend and hold harmless GenuineDoc.com and any of our contractors, agents, employees, officers, directors, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, of third parties relating to or arising out of (a) this Agreement or the breach of your warranties, representations and obligations under this Agreement, (b) falsehoods or misrepresentations of fact by you on the registration application, (c) any intellectual property or other proprietary right of any person or entity, (d) failure to disclose a material fact on the registration application if the misrepresentation or omission was made negligently or with intent to deceive any party, (e) failure to protect the private keys, or use a trustworthy system, or to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of the private keys under the terms of this Agreement. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us, your failure to provide those assurances may be considered by us to be a material breach of this agreement. We shall have the right to participate in any defense by you of a third-party claim related to your use of any GenuineDoc.com services, with counsel of our choice at your own expense. You shall have sole responsibility to defend us against any claim, but you must receive our prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Agreement.
9. Force Majeure. Except for payment and indemnity obligations hereunder, neither Party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, terrorist action, labor strike, lockout, boycott, provided that the Party relying upon this Section shall have given the other party written notice thereof promptly and, in any event, within (5) days of discovery thereof and (ii) shall take all reasonable steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in aggregate, the other party may immediately terminate this Agreement.
10. Export. You acknowledge and agree that you shall not import, export, or re-export directly or indirectly, SignDoc software, to any country in violation of the laws and regulations of any applicable jurisdiction. This restriction expressly includes, but is not limited to, the export regulations of the United States of America (the "United States"). Specifically, you shall not download or otherwise export or re-export SignDoc software into or to (i) a national or resident of) Cuba, Iran, Iraq, Libya, Sudan, North Korea, Syria, or Taliban controlled areas of Afghanistan or any other country where such use is prohibited under United States export regulations, or (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Denial Orders. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
11. Severability. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.
12. Waiver. Our failure to enforce any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
13. Term and Termination of the Agreement. The term of this Agreement will begin upon your registration at GenuineDoc.com web site and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, for any reason, by giving us written or electronic notice of termination. We may terminate the Agreement if you breach any provision of this Agreement by giving you written or electronic notice of termination. Upon termination of this Agreement for any reason, you will immediately cease any use of, and remove from your sites, all links to GenuineDoc.com verification script and all copies of Genuine Document Seal.
14. Modifications to this Agreement. We may modify any of the terms and conditions of this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on Our Sites or by sending you a written notice by email or other delivery. If any modification to this Agreement is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement or our written notice to you will constitute your binding acceptance of the change.
15. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties.

YOU DEMONSTRATE YOUR KNOWLEDGE AND ACCEPTANCE OF THE TERMS OF THIS SUBSCRIBER AGREEMENT BY EITHER (I) SUBMITTING A REGISTRATION APPLICATION TO GENUINEDOC.COM, OR (II) USING THE GENUINEDOC NOTARIZATION SERVICES, WHICHEVER OCCURS FIRST.

 

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