Between SOLUTIONS NOTARIUS INC., a Portage Cybertech company, having its head office at 465 McGill Street, Suite 300, Montreal, Quebec, Canada H2Y 2H1 (“Notarius”) and you (hereinafter “you,” the “Purchaser,” or the “Holder,” as the case may be) (individually referred to as a “Party” and jointly referred to as the “Parties”).
Notarius markets its expertise in public key cryptography and PDF/A under several product suites and solutions, including Digital Signatures (on .epf, cryptographic token, or Cloud), electronic signatures, certification and authentication solutions for electronic documents, application programming interfaces (APIs), platforms, and websites, through the following software solution suites: CertifiO®, ConsignO® and VerifiO® (respectively “CertifiO,” “ConsignO,” and “VerifiO,” and collectively the “Products”).
These Terms and Conditions also govern free trials for Product evaluation purposes.
Notarius reserves the right to update these Terms and Conditions from time to time to reflect legislative changes or Product changes. The current Terms and Conditions are published and kept up to date (see “Effective date”) on the Notarius website at the following address: https://www.notarius.com/en/terms-and-conditions. PLEASE CHECK THE SITE REGULARLY FOR UPDATES ON MODIFICATIONS. IF YOU CONTINUE TO USE OUR PRODUCTS AFTER THE CHANGES TAKE EFFECT, YOU AGREE TO BE BOUND BY THE NEW CONDITIONS. You agree that we shall not be liable to you or any third party for any changes to the Terms and Conditions. If we make any material changes that negatively impact your use of our Products, you will be notified either by a prominent notice when you log in to our website to use the Products, or by email, all at Notarius’s discretion.
It is understood that any new version of the Terms and Conditions cancels and replaces those previously accepted between the Parties having the same subject matter and currently in effect. It shall prevail over any unilateral document of one of the Parties.
BY USING OUR PRODUCTS, YOU ACCEPT THESE TERMS AND CONDITIONS AND AGREE TO COMPLY WITH THEM. BY CONTINUING TO USE OUR PRODUCTS AFTER AN UPDATE OF THE TERMS AND CONDITIONS, YOU WILL BE DEEMED TO HAVE ACCEPTED THE TERMS AND CONDITIONS, AS AMENDED FROM TIME TO TIME.
IF YOU DO NOT WISH TO ACCEPT THE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY STOP USING OUR PRODUCTS.
FOR ANY QUESTION RELATING TO THE TERMS AND CONDITIONS, PLEASE CONTACT US AT THE FOLLOWING ADDRESS: email@example.com.
Unless otherwise specified, the following terms and expressions have the following meanings:
“Account Opening Form”: form allowing the Purchaser to register their organization and group the billing of Holders linked to the account.
“API”: or application programming interface, is a communication interface that allows a software application to exchange data and use features from our services. The documentation relating to the functional and technical characteristics of the API made available to you according to the products can be found here: https://www.notarius.com/en/solutions/api
“Application Form”: the online form used by a Purchaser to subscribe to one or more of Notarius’s Products.
“Cloud-Based Digital Signature": the private and public keys contained in a certificate hosted in the Cloud and issued to a Holder for the purpose of identifying them in the context of their use of the Products. Certificates include all information confirming a Holder’s identity. Notarius cryptographically links an official identity to the Cloud-Based Digital Signature certificate protected by two-factor authentication. Two-factor authentication is completed via an account with a username (email address) and password, followed by a second factor (code) securely sent to a validated user by a second communication channel. Cloud-Based Digital Signatures issued by Notarius can be affixed to PDF, PDF/A, and any other type of supported document. The types of Cloud-Based Digital Signatures vary according to the Product(s) to which the Holder has subscribed. A Digital Signature remains valid until it expires or is revoked.
“Confidential Information”: any information (including, but not limited to, personal information, computer programs, studies, evaluations, specifications, designs, inventions, notes, records, analyses, marketing plans, forecasts, customer information, and technical, financial, scientific, commercial, or marketing information), transmitted or communicated by a Party, directly or indirectly through a third party, to the other Party, in connection with the provision of services, regardless of when it is disclosed, transmitted, or communicated, including, without limitation, any information disclosed prior to the date hereof and regardless of the means used to communicate it, including, but not limited to, paper, information technology, verbal, or otherwise. It is understood that confidential information does not include:
Information that was already legally in the public domain on the effective date of this Agreement;
Information which, although confidential at the time of entry into force, subsequently becomes public knowledge, without this being the result of a breach or violation of this Agreement;
“Data”: all information entered by the Parties into the Notarius database relating to the Holder’s identity and professional activities to be provided to Notarius in connection with the supply of the Products, and hosted on servers belonging to Notarius or the Holder (or the Purchaser, as the case may be), depending on the Product to which the Holder or Purchaser has subscribed.
“Desktop-Based Digital Signature”: a general term used to refer to any Digital Signature Certificate that is neither Electronic nor Cloud-Based.
“Digital Signature Certificate (hereinafter “Digital Signature”): the private and public keys contained in a certificate issued to a Holder for the purpose of identifying them in the context of their use of the Products. Certificates include all information confirming a Holder’s identity. Notarius cryptographically links an official identity to the Digital Signature certificate protected by two-factor authentication which is securely delivered to a validated user. Digital signatures issued by Notarius can be affixed to PDF, PDF/A, and any other type of supported document. The types of Digital Signatures vary according to the Product(s) to which the Holder has subscribed. A Digital Signature remains valid until it expires or is revoked.
“End User”: the duly authorized Holder of one of Notarius’s Products to which the Purchaser has subscribed.
“Holder”: you, the duly authorized End User of one of Notarius’s Products to which the Purchaser has subscribed.
“Intellectual Property Rights”: all present and future rights relating to (i) a patent, trademark, domain name, copyright, system, software, source code, object code, algorithm, compilation, knowledge, information, invention, technology, appearance and usability element, trade secret, right of use, procedures, development, technical information, databases, algorithms, engineering or reverse engineering; and/or (ii) the registration or any application for registration of the above-mentioned intellectual property rights.
“Grant of Licence”: Under the Terms and Conditions, Notarius grants you only one licence to use the Products. This licence is non-exclusive and may not be transferred or assigned to any third party, in whole or in part.
“Links to other sites”: Our Products, including our platforms or websites, may contain links to other websites or to third-party solutions or services (the “Third-Party Services“) such as online payment or SMS notification services. To the extent that Notarius has no control over the Third-Party Services, Notarius makes no representations or warranties as to the quality, adequacy, functionality, or legality of these Third-Party Services, their content, or the information such sites may contain. It is therefore your responsibility to exercise good judgement, to be aware of the terms and conditions of such Third-Party Services, and to assume the risks and costs associated with the Third-Party Services by releasing Notarius from any liability in connection with the Third-Party Services.
“Membership Fee”: the one-time membership fee that the Purchaser must pay, if applicable, upon enrolment or the Holder’s enrolment, as the case may be, to a Product, in addition to the Subscription Fees and Transaction Fees.
“PDF/A”: the ISO 19005 standard that ensures that electronic documents can be opened and read over long periods of time.
“Products”: Notarius markets its expertise in public key cryptography and PDF/A under several product suites and solutions including web platforms. Here are some of our Products:
CertifiO®: This product suite allows users and companies to digitally sign their documents. All CertifiO products include the necessary licences and signing certificates to sign your electronic documents to preserve the documents’ origin, integrity, and authenticity.
ConsignO®: The ConsignO product suite allows individuals and organizations to (i) sign documents with their Digital Signature; (ii) convert PDF documents to PDF/A format to ensure the long-term reliability of PDF files; and (iii) verify the origin, integrity, and authenticity of signed documents as well as signers’ identities. ConsignO Server automates the signing process to efficiently manage large amounts of documents for signing and increase productivity; ConsignO Desktop is a PDF reader with advanced features to speed up and facilitate the signing process for Holders of Desktop-Based Digital Signature Certificates (non-Cloud) and, finally, ConsignO Cloud is a web platform that simplifies the signing process by allowing you to prepare, send, and have your PDF documents electronically signed in just a few clicks (see the special conditions for more details).
“Reasonable use”: All products offered by Notarius are limited to reasonable and non-abusive use that varies according to the Service specifications. For example, but without limiting its scope:
CertifiO for Professionals, Employees and Departments (Desktop and Cloud): use is reserved for signers who have specific knowledge of the documents to be signed, whether individually or as a batch;
CertifiO for Organizations: use is limited to the number of signatures specified in the Subscription;
ConsignO Cloud: the accounting of the authorized volume of Signature Projects is based on reasonable and non-abusive use which varies depending on whether the chosen package offers an unlimited number of Projects (see the special conditions for more details);
ConsignO Desktop: unless a special agreement has been made, only documents intended to be signed by a CertifiO product can be converted, prepared, or signed with ConsignO Desktop;
VerifiO: for the software application version, use is limited to the number of verifications specified in the Subscription; for the free web version, you may only complete one check at a time;
“Recognized Professional Association”: a legally constituted professional association expressly dedicated to safeguarding the public interest, including legally regulated professional associations.
“Server Software License(server products)”: Notarius’s solutions used on servers in a workflow automation context (rather than solutions used by individuals) can be acquired in the form of transaction lots.
Transaction lots. For subscriptions to products for servers, Notarius offers licences for transaction lots. Lots can be purchased and renewed at any time. They offer a price per transaction that decreases inversely in proportion to the quantity. At each given quantity level, the price varies based on the options chosen.
Expiration of transaction lots. Server solutions are priced based on transaction lots. These transaction lots must be prepaid and are valid for a maximum of one year. If the number of transactions allowed by licence lot is reached before a full year elapses, the Purchaser can simply purchase another lot. If there are any remaining transactions in the license lot at the one-year expiry date, the remaining transactions will be lost without compensation.
“Service Level Agreements (SLAS)”: SLAs are contractual obligations owed to users by Notarius. The current SLAs are published and kept up to date on Notarius’s website at the following address: https://www.notarius.com/en/terms-and-conditions#conditions_sla
“Subscription Fees”: the Subscription Fees that the Purchaser must pay annually or monthly, as the case may be, for use by a Holder of one or more Products, in addition to the Membership Fees and Transaction Fees.
“Third-Party Licences”: The Products may include software libraries subject to free software licences such as Mozilla Public Licence (MPL) v3.0, Lesser General Public License (LGPL) v3.0, Apache License v2.0 and the MIT License. These components are used to support the Products. They may have been converted or transformed by Notarius when necessary to add or enrich existing functionalities; these modifications are available on request. You agree to respect the licences of Notarius’s licensors contained in our Products.
“Transaction Fees”: the transaction fees that the Purchaser must pay monthly, if applicable, for the use of Third-Party Services (e.g. the “Verified.Me” Third-Party Service, land registry deposits, etc.), in addition to the Membership Fees and Subscription Fees.
“Trusted electronic signature”: Notarius’s Trusted Electronic Signature (also referred to as “Electronic Signature”) affixed to a document using an online platform. This signature requires the signer to use a second authentication factor as specified by the person or automated process preparing the document for signature. The Electronic Signature takes the form of the platform’s digital certificate applied to the document and integrates the signer’s authentication information to create a non-repudiable link between the signer and the signed document.
You represent and warrant that you are not a competitor of Notarius or that you are not developing Products similar to those described herein. If so, You will need to obtain Notarius’s prior express written consent before using our website or Products under explicit terms.
You represent and warrant that you are of legal age (18 years or older, or the legal age of majority in your country of residence) and that you have the legal capacity to consent to and adhere to these Terms and Conditions.
If you accept these Terms and Conditions in the name of and on behalf of an organization or entity, you represent and warrant that you are authorized to accept and bind to these Terms and Conditions in their name and on their behalf (in which case, references to the terms “you” and “your” in these Terms and Conditions, except for this sentence, will refer to such organization or entity). If you register your organization or entity, you must register the legal name of your organization as registered with the authorities (for example, business registrar). The status in the registry must be active. If your organization is registered in a province where access to the registry is paid or abroad, you agree to attach to your application a recent copy of the registry that proves this legal existence.
You understand and agree that each individual subscription may contain specific restrictions and requirements that describe the features specific to the clients who will be able to access them. As such, additional conditions to be agreed in advance before you subscribe to the Product may be presented to you.
In the context of your use of Notarius’s Products including the creation of your account, you agree to the following:
to obtain and pay for all third-party equipment, licences, and services (e.g., Internet access, email service, etc.) necessary to access and appropriately use the Products;
not to share and to securely keep confidential any personal ID, password, or other information relating to your Digital Signature, your Trusted Electronic Signature, or your Account, as applicable;
to be liable for all costs resulting from your use of the Products, including unauthorized use and measures to prevent such a situation from re-occurring, except in cases where such unauthorized use would result from security problems attributable to Notarius and/or its agents.
If you have subscribed to one or more Products for evaluation purposes, you must stop using these Evaluation Products as soon as the trial period ends. Notarius is not required to provide maintenance and technical support for this type of Product during the trial period. Following this period, you are no longer allowed to use these products without paying the applicable fees.
These Terms and Conditions apply to you upon acceptance of your Application Form and terminate at the end of your Subscription. The Terms and Conditions will continue to apply automatically upon the renewal of your Subscription.
Your Subscription will automatically renew for additional successive periods equal to the initial Subscription and by the same payment method, unless otherwise specified by the Purchaser. The price of any renewal of a Subscription term will be at the rates then applicable on the Notarius website.
No refunds. THE PURCHASER’S PAYMENTS ARE NON-REFUNDABLE UNLESS OTHERWISE SPECIFIED BELOW. You expressly agree that all other fees and payments are not refundable, cancellable, or subject to a credit for a Subscription in progress, including, in particular, when the Holder is no longer a member of their Recognized Professional Association. Notarius will only reimburse the Purchaser for Subscription Fees that meet the following requirements: (i) in the event that Recognized Professional Association or an employer refuses an application for a Subscription to one or more Products; or (ii) if the Holder is unable to install the necessary applications to activate their Products.
Default of payment. Notarius reserves the right to stop supplying the Products and to block access to the Holder or Purchaser if an invoice remains unpaid more than sixty (60) days after its due date.
Currencies and taxes. Unless otherwise indicated, the prices indicated on the Application Form or any service proposal are in Canadian dollars and do not include applicable taxes.
Late fees and collection fees. If Notarius does not receive payment via the payment method chosen by the Purchaser, the Purchaser undertakes to pay all sums due on request. Any late payments will bear interest at a rate of 2% per month, compounded monthly (26.8% per year). You agree to reimburse Notarius for any costs or expenses incurred by Notarius to recover amounts that remain unpaid after the due date. Amounts due to Notarius may not be withheld or set off by you for any reason whatsoever.
Unreasonable use fees. Holders who exceed the limits of the Authorized Reasonable Use applicable to the Products as defined in 1.20 and who, as a result, are in a situation of overuse, expressly authorize Notarius to invoice the amount related thereto according to the method of payment chosen.
Fee schedule. In addition to the Subscription Fee and Unreasonable Use Fee, the Products offered to you are subject to a Monthly or Annual Subscription Fee and/or Transaction Fees, according to the fee schedule found on the Notarius website or as provided in special agreements (contracts, service offers, or proposals).
Method of payment. Membership Fees, Subscription Fees, and Transaction Fees are payable by credit card (Visa® or MasterCard® only) through an online payment service or following the issuance of an invoice for this purpose. It is also possible to enter into an agreement with Notarius, in which case certain conditions may apply. We may also make other arrangements, such as when an agreement exists with a Recognized Professional Association, which can issue the invoice directly to you.
Fee changes by Notarius. Notarius reserves the right to modify the pricing, characteristics, and/or options included in its Products’ subscription plans at any time. The modified fees will apply at the time of the renewal of the Subscription and will be posted on the Notarius website.
Payments. You undertake to pay Notarius for the duration of your Subscription the fees for the Product(s) to which you have subscribed as indicated in the Application Form, when applicable or as mentioned when renewing your Subscription. Each Holder must hold a valid Subscription and the Purchaser must pay the applicable fees as defined in 1.15, 1.25 and 1.27. When charged on an annual basis, the Subscription Fees are payable in advance for the current year, and when charged on a monthly basis, they are payable in advance for use in the current month.
Pre-authorized debits. You authorize us to automatically debit the designated credit card or account as soon as the invoice is sent for the Products that the Purchaser has purchased or subscribed to. The amount billed may include Membership Fees, Subscription Fees (prepaid), Transaction Fees, and, where applicable, Unreasonable Use Fees, all subject to applicable taxes. This authorization remains in effect until the end of the term of your Subscription and any applicable renewal period, or until you cancel your Subscription or withdraw your consent.
Benefit programs. You may receive or benefit from a special rate structure, discounts, rebates, promotions, or other benefits (collectively, the “Benefits”) through a specific agreement between an entity (Professional Association or Organization) with us (the “Commercial Terms”). All such Benefits are provided solely in connection with the relevant Commercial Terms and may be modified or terminated without notice. If you use our Products and an entity pays or manages your fees, you authorize us to share your account information with that entity and/or its authorized agents.
Additional services. The Holder accepts that services that may be required from Notarius and that are not covered in their Subscription, membership, or by these Terms and Conditions are subject to a specific written agreement and that such services are invoiced to them at the rates then in force.
Administrative revocation. Subject to a final written notice sent forty-eight (48) hours in advance for this purpose or immediately as the case may be, Notarius may proceed to an administrative revocation, if (i) as a Purchaser, you have not paid in due time any sum due to Notarius; or (ii) immediately upon the express request of your Recognized Professional Association or your employer, as the case may be.
Failure. Notarius may also immediately discontinue delivery or access to its Products and disable or remove any account or authorized user if it determines that (i) as a Holder you have failed to comply with any of the provisions of these Terms and Conditions or have violated any published policy applicable to the Products purchased, or that (ii) you are or have become subject to a proceeding under the applicable undertaking in difficulty rules or similar laws; or (iii) if, at our sole discretion, we believe that continued use of the Products by the Purchaser (or its authorized Holders or signers) creates a legal risk to Notarius or poses a threat to the security of Notarius's Products or other clients, or (iv) in the event of your misuse of the Products, or (v) at Notarius’s discretion and on notice to that effect, in the case of an unreasonable use of the Products. Notarius declines all responsibility in the event of any interruption identified above. If a Purchaser or Holder fails to perform its obligations, we may, without notice: (i) suspend their account and use of the Products; (ii) terminate their Account; (iii) charge a reactivation fee to reactivate their Account; and (iv) exercise any other remedies available to us.
When any of the situations described in articles 5.1 or 5.2 occurs, you agree to (i) immediately cease using the applicable Products and uninstall them from all your devices and (ii) destroy (or at Notarius’s request, return) all copies of any code or documentation in your possession or control. You also undertake to destroy any Confidential Information with respect to Notarius in your possession or control and not to keep any copy of it, in any form whatsoever, and at Notarius’s request, you undertake to provide a statement to this effect.
At all times, you are responsible for making your own backup copies of your Data, and you understand and agree that following the termination of your Subscription to the Products, for any reason, your Data may be deleted by Notarius without further notice or delay.
Survival. The provisions of paragraphs and articles 1 (Definitions), 4 (Terms of Payment), 5 (Interruption and Termination), 6 (Intellectual Property & Trademarks), 7 (Privacy and Data Protection Policy), 8 (Limitations of Warranty and Liability), 9 (Indemnification), 10 (Dispute Resolution) and 11 (General Conditions) shall survive the termination hereof.
You hereby acknowledge and agree that Notarius or its licensors, as the case may be, are the exclusive owners of all Intellectual Property Rights (as defined in paragraph 1.12) in respect of the Products, whether registered or not.
You acknowledge that you have subscribed for access to and use of the Products. In this sense, you acknowledge that you only have a limited right to the Products (depending on the Product to which you have subscribed, in the form of a licence or access right) and that no right, title, or intellectual property interest is transferred to you by Notarius. The usage licence granted to you is a personal right that may not be transferred or assigned to a third party in whole or in part.
You acknowledge that you are prohibited from accessing the Products for the purpose of disrupting their performance or integrity, observing their functionality or performance, or for any other marketing or competitive purpose, including, without limitation, copying, modifying, translating, compiling, decompiling, or creating derivative works from the Products.
You acknowledge that you are not authorized to post information about the performance or functionality of Notarius’s products.
All rights, titles, and interests, including Intellectual Property Rights, in and to the Products, technology, documentation, and training materials provided by Notarius, are the sole property of Notarius or its licensors, as applicable, and are protected by intellectual property laws. You assign and waive, as the case may be, any right that may arise from any suggestion, idea, request for improvement, feedback, recommendations, or other information that you have submitted or provided to us with respect to the Products, whether or not resulting from your use, including any copyright and moral rights.
You agree not to remove, degrade, or conceal any copyright or trademark notice and/or legend or any other proprietary notice of Notarius or its licensors on or integrated with or in connection with the Products. In this sense, you agree, where applicable, to explicitly recognize all Notarius trademarks by adding the ® or ™ symbol after the trademark or by adding an appropriate footnote in all marketing materials including, but without limitation, the content of your websites.
Notwithstanding the foregoing, you retain your ownership rights to the Data. However, it is understood that Notarius has a limited licence to access the Data, to audit it for the purpose of supplying the Products, and to ensure your compliance with the Terms and Conditions.
Licence for promotional purposes. You grant Notarius the right to identify you as a client on the Notarius website and in its commercial documents. For these purposes only, you grant Notarius the limited, non-exclusive, and royalty-free right to display your name and logo. You may withdraw this consent at any time by giving written notice to Notarius to this effect; however, such withdrawal will not have retroactive effect.
Notarius may from time to time, at its sole discretion, establish and maintain general usage practices in order to optimize the use and availability of its Products and prevent any misuse. As part of its practices, Notarius reserves the right to monitor its system, implement technical solutions, and modify the Terms and Conditions to resolve or prevent any problems, if necessary.
Notarius undertakes to take reasonable measures corresponding to their degree of sensitivity in order to protect the Data securely during the storage period and, if applicable, for an additional period thereafter in accordance with the various Notarius policies. After this period, all Data may be deleted, without further notice. Notwithstanding any provision to the contrary, it is your sole responsibility to comply with the various laws, regulations applicable to the professional associations applicable to you, and your organization’s retention policies with respect to the retention of your Data.
Notarius has adopted a security policy in accordance with ISO 27001 to ensure that the Data is protected at all levels within its organization: access to Sensitive Data is limited to Notarius’s authorized employees and agents. In addition, Notarius is committed to complying with applicable laws regarding personal information and privacy.
The information transmitted or collected by Notarius in connection with the use of its Products is considered confidential and is not the subject of any external communication unrelated to the provision of them, except exceptions related to the applicable legal and regulatory provisions. This provision shall not preclude communications ordered by judicial or administrative decision.
Notarius undertakes to take all reasonable measures to prevent the unauthorized access, use, modification, or disclosure of the Products or Data by unauthorized parties. Notarius never discloses the Purchaser’s or Holder’s Data to anyone outside its provision of services, with the exception of its suppliers of goods or services whose services have been retained to perform certain functions on its behalf or any related entity or public authority if required by law or order. In particular, Notarius may engage third-party services when verifying identities before issuing a Digital Signature. In addition, only authorized persons (employees or agents) who are required to have access to the Data in the course of their duties have access to it.
Notarius may also use tracking cookies (cookies and usage and navigation data) or other technologies to record and monitor certain Data and to verify that your use of the Products complies with these Terms and Conditions. Tracking cookies, as well as logs, allow Notarius, among other things, to collect information about your use of the Products and to recognize you and your browsing preferences. You can manage your settings relating to tracking cookies on your browser, but some Product features may be affected.
Notarius declares that to the best of its knowledge, the Products developed by Notarius do not infringe on any valid rights, including the Intellectual Property Rights and the privacy rights of third parties. Notarius also warrants that its Products will substantially perform the essential functions described in the user documentation, if used in accordance with the user documentation and the applicable Terms and Conditions. In addition, Notarius guarantees that its Products have been designed and developed according to a formal and documented development methodology.
SUBJECT TO ANY APPLICABLE SERVICE LEVEL AGREEMENT (“SLA”), THE CLIENT EXPRESSLY UNDERSTANDS AND ACCEPTS THAT ANY USE OF THE PRODUCTS IS AT ITS SOLE RISK. ALL PRODUCTS AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NOTARIUS, ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSEES, AND PARTNERS MAKE NO CONTRACTUAL OR LEGAL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED, BUT WITHOUT LIMITATION TO, COMPLIANCE, NON-COMMERCIAL, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INTERFERENCE, COMPATIBILITY WITH COMPUTER SYSTEMS, INTEGRATION GUARANTEES, AS WELL AS GUARANTEES OF SECURITY, RELIABILITY, PUNCTUALITY, AVAILABILITY, OR PERFORMANCE OF THE PRODUCTS, INCLUDING GUARANTEES ARISING FROM COMMERCIAL ACTIVITIES AND EXCLUSIONS FROM SUCH GUARANTEES. NOTARIUS DOES NOT WARRANT THAT THE PRODUCTS WILL ALWAYS OPERATE CONTINUOUSLY OR THAT THEY WILL BE ERROR-FREE OR SECURE. NO ADVICE OR INFORMATION PROVIDED BY NOTARIUS, ITS SUBSIDIARIES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS, OR THEIR RESPECTIVE EMPLOYEES MAY MODIFY THE PROVISIONS OF THE TERMS AND CONDITIONS OR SERVE AS A GUARANTEE. NOTARIUS DISCLAIMS ALL LIABILITY IN THE EVENT OF FORCE MAJEURE (“ACT OF GOD”), INCLUDING, BUT NOT LIMITED TO, NATURAL DISASTERS, FIRES, FLOODS, LABOUR DISPUTES, RIOTS, INTERVENTIONS BY CIVIL OR MILITARY AUTHORITIES, WAR, ACTS OF TERRORISM, FAILURES OF PUBLIC SERVICES, FAILURES OF TELECOMMUNICATIONS SERVICES, AND OTHER UNFORESEEABLE EVENTS. FOR THE SAKE OF CLARITY, A CASE OF FORCE MAJEURE IS AN EXTERNAL, UNFORESEEABLE, UNAVOIDABLE AND UNCONTROLLABLE EVENT THAT MAKES IT IMPOSSIBLE TO FULFIL AN OBLIGATION.
NOTARIUS CANNOT BE HELD RESPONSIBLE FOR ANY MISUSE, INAPPROPRIATE OR ABUSIVE USE, NEGLIGENCE, INADEQUATE ELECTRICAL CURRENTS OR VOLTAGES, REPAIRS CARRIED OUT BY THIRD PARTIES, ALTERATIONS, MODIFICATIONS, ACCIDENTS, OR ACTS OF VANDALISM. OTHER THAN THE TERMS, CONDITIONS, AND DEFINITIONS INCLUDED HEREIN, THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES, OR COMMITMENTS MADE WITH RESPECT TO THE PRODUCTS.
NOTARIUS SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES RELATED TO A LOSS OF TRUST (WHETHER IN THE CONTEXT OF CONTRACTUAL, EXTRA-CONTRACTUAL OR OTHER LIABILITY), INCLUDING, WITHOUT LIMITATION, DAMAGES SUFFERED AS A RESULT OF LOSS OF PROFIT, INCOME, PROPERTY, OR EQUIPMENT, TECHNOLOGY, RIGHTS OR SERVICES, DATA OR INTERRUPTION OR LOSS OF ACCESS TO PRODUCTS AND EQUIPMENT (COLLECTIVELY THE "COLLATERAL DAMAGES"), REGARDLESS OF WHETHER NOTARIUS MAY HAVE BEEN ADVISED OF THE PROBABILITY OF SUCH DAMAGE.
THE LIABILITY OF NOTARIUS, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR IN ANY OTHER SITUATION ARISING HEREUNDER, AS WELL AS THE EXCLUSIVE REMEDY OF THE PARTIES IN RESPECT OF DAMAGE SUFFERED BY THE PURCHASER OR HOLDER, SHALL BE LIMITED TO THE LESSER OF I) THE PROVABLE AMOUNT OF ACTUAL DAMAGES DIRECTLY SUFFERED BY THE PURCHASER OR HOLDER AND II) THE NET AMOUNT ACTUALLY PAID BY THE PURCHASER TO NOTARIUS FOR THE APPLICABLE PRODUCTS GIVING RISE TO SUCH CLAIM TO WHICH THE HOLDER WAS SUBSCRIBED DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
Notarius shall defend, indemnify, and hold harmless the Purchaser and/or the Holder, as applicable, and its officers, directors, employees, representatives, and agents and shall pay, as incurred, all damages, costs, fees, and expenses (including reasonable attorneys’ fees) related to any claim, action, suit, or other proceeding: (i) alleging facts which, if true, would result in a material breach of these Terms and Conditions by Notarius; (ii) arising from a proven breach of an Intellectual Property Right or any similar property right by Notarius (excluding any open source component, software, or third-party hardware device provided by Notarius, if applicable), or (iii) resulting from the gross negligence or wilful misconduct of Notarius or its employees. In such a case, the Holder agrees (i) to promptly notify Notarius of any such claim and (ii) to cooperate fully with Notarius in any defence or settlement. Notarius shall assume the costs of defending such a claim and, at its choosing, shall defend such action and all negotiations for its settlement or compromise (it being understood that Notarius shall not enter into any settlement binding on the Purchaser and/or the Holder without its consent, which may not be unreasonably withheld).
Notwithstanding the foregoing, you hereby acknowledge that Notarius shall not be liable hereunder for any claim of infringement in the event and to the extent that such claim results from:
Modification of the Products by a person or entity other than Notarius and otherwise than under Notarius’s authority, direction, request, or specifications, to the extent that such claim would have been avoided without such modification;
The use of the Products in combination with other products or solutions where such use (i) has not been previously approved in writing by Notarius, (ii) has not been provided, proposed, or recommended by Notarius or provided for in the relevant specifications, or (iii) does not constitute a reasonably intended combination or use of the Products, to the extent that the claim would have been avoided without such combination;
You acknowledge that you are fully responsible for the use of the Products and the data transmitted or stored by the Products and, in this respect, you agree to defend, indemnify and hold Notarius and its officers, directors, employees, representatives, and agents harmless and to pay, as incurred, all damages, costs, fees, and expenses (including reasonable attorneys’ fees) relating to any claim, suit, or other proceeding: (i) alleging facts which, if proven, would result in a material breach of these Terms and Conditions; or (ii) resulting from an alleged violation of the intellectual property of a third party or a violation of privacy whether or not resulting from any misleading information provided or produced by or on your behalf; or (iii) resulting from gross negligence or wilful misconduct by you or your representatives.
Negotiation in good faith. With the exception of Intellectual Property matters, in the event of a dispute arising out of or in connection with this Agreement, the aggrieved Party shall notify the other Party (you agree to contact us at firstname.lastname@example.org before commencing any formal proceedings and to provide us with a written description of the dispute, as well as your contact information) and the members of their general management shall first meet in good faith, by videoconference or at a place mutually agreed upon by the Parties, with a view to resolving such dispute within fifteen (15) days from the day on which the dispute arose. If the parties are unable to resolve the dispute within fifteen (15) days, they may send the dispute for mediation by following the process described below. All negotiations under article 10.1 are confidential and must be treated as compromise and settlement negotiations for the purposes of the rules of evidence.
Mediation. If the conflict is not resolved through good faith negotiations between the parties within fifteen (15) days, it will then be submitted to mediation under the supervision of the Canadian Commercial Arbitration Centre and in accordance with its Conciliation and Mediation Rules in effect at the time of such mediation, to which the parties must abide. Either party to the dispute may notify the other party that it wishes to resolve a particular dispute through mediation. The mediator shall be appointed by mutual agreement between the parties or, if the parties are unable to reach an agreement within five (5) days after receipt of the notice of intent to mediate, the Canadian Commercial Arbitration Centre shall appoint a mediator. Mediation takes place in Montreal. The language of the mediation shall be that of the contract in dispute. The Parties shall equally share the costs of the mediator. Any mediation settlement by the Parties must be documented in writing. If such mediation rules amend the terms hereof, the amendment shall be in writing, signed by the parties and attached to the Terms and Conditions. If the dispute is not resolved within thirty (30) days after the notice of intent to mediate, either party may terminate mediation and proceed with arbitration as set out below. All negotiations under article 10.2 are confidential and must be treated as compromise and settlement negotiations for the purposes of the rules of evidence.
Arbitration. Subject to the provisions regarding negotiation and mediation set out above, any dispute which arises in the course of or following the performance of the present contract will be definitively settled under the auspices of the Canadian Commercial Arbitration Centre, by means of arbitration and to the exclusion of courts of law, in accordance with its General Commercial Arbitration Rules in force at the time this contract is signed and to which the parties declare they have adhered. Either party may serve notice of its intent to submit a dispute for arbitration. The arbitration shall be conducted by a single arbitrator sitting in Montreal. The arbitration will take place in Montreal. The language of the arbitration shall be that of the contract in dispute. The arbitrator shall not act as an amiable compositeur. The arbitrator’s decision shall be final and binding for all parties and may not be appealed. The judgement on the award rendered by the arbitrator may be entered in any court of law having jurisdiction thereof. The cost of arbitration shall be shared equally by all parties or as otherwise decided by the arbitrator. Any arbitration held pursuant to this paragraph shall be private and confidential. The issues submitted to arbitration, hearings, proceedings, and arbitral award are strictly confidential and shall be treated as such by the parties.
Applicable law. These Terms and Conditions, including the documents and instruments provided for or delivered hereunder, and the Schedules, shall be governed by and construed in accordance with the laws applicable in the Province of Quebec and the Canadian federal laws applicable in that province, without giving effect to any conflict of laws. Subject to articles 10.1, 10.2, and 10.3, if mediation is unsuccessful, the Parties irrevocably and unconditionally subscribe to the exclusive jurisdiction of the courts of the Province of Quebec sitting in the district of Montreal and to the competent courts to hear appeals from them.
Only the French version of the Terms and Conditions is enforceable, any translation made being, by express agreement, solely for convenience.
Authorized injunction measure. For the sake of clarity, regardless of the parties’ decision to resolve all disputes through arbitration, each party may take coercive measures, initiate validity assessment procedures or file a claim for the theft, misuse, or unauthorized use of intellectual property in a competent provincial court or Canadian Intellectual Property Office (CIPO) to protect its intellectual property rights (the term “intellectual property rights” includes patents, copyrights, moral rights, trademarks, and trade secrets, but does not include rights to privacy or the protection of personality rights).
Audit. If Notarius wishes to carry out due diligence (audit) including the equipment and processes of the Purchaser or the Holder that are related to the validation of compliance with the Terms and Conditions, the Purchaser or Holder undertakes to collaborate, to the extent of their material and personnel resources, upon written notice of at least THIRTY (30) days. Each Party will bear the costs of its internal resources (material and human) related to this audit.
Confidentiality. All documents and information, including, without limitation, Intellectual Property Rights, all sensitive or proprietary information that is or has been provided by Notarius to the Holder or Purchaser in connection with the performance of its services, shall remain the property of Notarius, and the Holder including the Purchaser and their authorized representatives undertake to preserve their confidentiality for and on behalf of Notarius. This information may not be disclosed by the Holder including the Purchaser and their authorized representatives or used by them for any purpose other than those strictly permitted in connection with the provision of the services.
Export control. You may not be established in, or otherwise be controlled by, a country under a Canadian or American embargo. You agree not to export, re-export, transfer, or make available to anyone, directly or indirectly, the Products, or any controlled information or items related to the use of the Products, except in accordance with the laws applicable to exports.
Communications. You agree to receive all communications and notices we provide in connection with the use of our Products, including, but not limited to, our Communications relating to your purchase or subscription or notices relating to the use of the Products purchased, by electronic means including by email, SMS, notifications integrated with the product, or by displaying them on our website, for example. You agree that all Communications we provide to you electronically meet all legal requirements that such Communications be written or transmitted in a particular manner and you agree to keep your Account information up to date. If you no longer wish to receive communications from us, you must make a formal request to our Customer Service department.
Independence of the Parties. Notarius and the Purchaser acknowledge that they each act on their own behalf, independently of each other. The Terms and Conditions do not constitute an association, franchise, partnership, employee-employer relationship, or a mandate given by one Party to the other Party. Neither Party may make a commitment in the name of and on behalf of the other Party. In addition, each Party remains solely responsible for its actions, allegations, commitments, benefits, products, and personnel.
Changes to the Products. Notarius may, at its sole discretion, modify, improve, or discontinue its Products at any time and without notice, or change the appearance and usability of the Products. You have the right to access the new features added to the Products when Notarius, at its sole discretion, makes them available during the term of your Subscription. Following a material change only, if you wish, you have the right to terminate your Subscription by giving written notice to Notarius following such material change, or via your Holder interface or by calling Notarius Customer Service. Notarius shall in no way be held liable to you or any other third party if Notarius exercises its right to modify or discontinue the Products, subject only to the reimbursement of Subscription Fees (for the unexpired period of the Subscription) on the date of the change or termination of any Product, where applicable.
Compliance with applicable laws. You are fully responsible for your Data. You understand that your use of Notarius’s Products is subject to applicable international or national laws and regulations, including those relating to the protection of personal information and privacy, intellectual property, and misleading advertising. You agree to comply with such laws and regulations, to ensure your Acceptable Use of the Products, and not to use the Products illegally or in a manner that violates the rights of third parties.
Phone use. The option of sending a one-time use password (OTP) via a phone (call or SMS) to authenticate participants to a ConsignO Cloud program (for example and without limiting the scope) or other services requiring authentication, is offered by Notarius at no additional cost to the Purchaser provided that it is not misused and it is limited to telephone numbers linked to Canada and/or the United States. In particular, the sending of repeated notifications (calls or SMS) for purposes other than those intended for them, i.e. the communication of a single-use password (OTP), will be considered as misuse.
You represent that you are the subscriber of the mobile service associated with the mobile phone number provided or that you have the subscriber’s authorization to receive SMS messages to said mobile phone number in connection with your use.
You understand that the use of unrelated telephone numbers in Canada and/or the United States may be charged.
You acknowledge that your use of a phone to receive the one-time password is not under Notarius’s control and that Notarius is not responsible or liable for failure to receive it.
Entry into force: July-08-2022
SPECIAL CONDITIONS OF USE FOR PRODUCTS OFFERED BY SOLUTIONS NOTARIUS - CERTIFIO® (hereinafter referred to as the “Special Conditions”)
Between SOLUTIONS NOTARIUS INC., a Portage Cybertech company, having its head office at 465 McGill Street, Suite 300, Montreal, Quebec, Canada H2Y 2H1 (“Notarius”) and you (hereinafter referred to as “you,” “Purchaser,” “Holder,” “Organization,” “Entity,” or “Recognized Professional Association,” as the case may be) (individually referred to as a “Party” and jointly referred to as the “Parties”).
Since 1998, the Notarius Certification Authority (CA), based on a Public Key Infrastructure (PKI), has been recognized and trusted by various government agencies. In 2007, Notarius became the first Certification Authority in North America to be certified to ISO 27001 (information security management). A pioneer in digital trust, Notarius is an active member of the Digital Identification and Authentication Council of Canada (DIAC), the Federation of Digital Trusted Third Parties (FDTT) and the PDF Association. Notarius is the only Canadian company to issue trusted digital signatures recognized by Adobe (Adobe Approved Trust List - AATL) and Microsoft (Microsoft Trusted Root Certificate Program).
As a certificate and repository services provider (“C/RSP”), Notarius has long been dedicated to offering Digital Signature solutions (digital signature certificates on .epf or cryptographic token) to ensure the long-term reliability of documents.
Keeping at the forefront of technology and attentive to stakeholders’ needs and given the evolving technology—specifically the ever-more important place of Cloud computing and mobile technology—Notarius felt an obligation to improve its Product offering. As such, Notarius’s new Digital Signature Cloud Solution, “CertifiO Cloud”, allows Holders to digitally sign documents without needing to first install elements of the signing certificate (for example, the private key) locally on their workstations.
Notarius also offers its clients a solution for securing documents by barcode, the visible digital seal (VDS), “CertifiO Code,” which includes electronically signed key data to detect any alteration and to confirm the issuer’s authenticity and legitimacy.
Notarius grants you, in return for the payment of the required sums, a non-exclusive licence, which is not transferable and not assignable to a third party in whole or in part, to use CertifiO according to the terms and conditions described below.
By subscribing to and using CertifiO, you accept, by confirming your subscription, these Special Conditions.
Products from the CertifiO product suite allow Holders to digitally sign their documents. All CertifiO products include the necessary licenses and signing certificates to sign your electronic documents to preserve the origin, integrity, and authenticity of the signed document.
Products from the CertifiO product suite allow you to obtain and use a Digital Signature certificate following an identity verification or entity verification, and certification of your professional status or employment relationship, when applicable.
Documents signed with a Product from the CertifiO product suite allow you to certify a signer’s identity as well as their professional status or affiliation to an Organization.
To be authorized to subscribe to Products in the CertifiO product suite, your employer must first have opened a corporate account with Notarius. In addition, only an email address containing a combination of your first and/or last name and linked to this employer should be used when you are subscribed to the Product.
“AATL or Adobe Approved Trust List”: As defined by Adobe, a program (referring to a list of authorized service providers) that allows millions of people around the world to digitally sign documents using the most trusted digital identities. Certificate authorities (CAs) and Trusted Third Parties on the AATL list issue digital certificates allowing for certified timestamps and the affixing of signatures linked to trusted digital identities in compliance with the highest legal and regulatory requirements worldwide. AATL is an Adobe feature offered for some, but not all, Notarius digital signatures resulting in the default recognition of Notarius signatures in all Adobe software.
“Certificate and Repository Services Provider (C/RSP)”: Entity responsible for administering certificate and repository services associated with certificate issuance and management.
“Certificate Authority (CA)”: Entity responsible for certificates signed in its name as well as the PKI.
“Certificate Policy (CP)”: A set of rules, identified by an object identifier (OID), setting out the requirements that bind the CA in the implementation and delivery of its services. These official documents are available on the Notarius website here: https://www.notarius.com/en/certification-policies-and-practice-statements.
“CertifiO Code”: A digital signature certificate signing the VDS to ensure its integrity and authenticity. Issued for one or more specific use cases as authorized by AIGCEV. Issued to organizations generally responsible for issuing documents to which the VDS will be affixed. Used in conjunction with ConsignO® Server and VerifiO® solutions, you can create, affix, and validate a VDS on a printed document to ensure its integrity and authenticity.
“CertifiO for Departments”: Digital signature certificate certifying the name of the department of an Organization and associating the document signed with the certificate to that department. An employee signs on behalf of the Organization, for a maximum of 2,000 signatures annually. Information about the signer’s identity is not included in this certificate.
“CertifiO for Employees”: Digital signature certificate for employees certifying the Holder’s identity and employment relationship with a Notarius client Organization. This digital signature certificate is for the exclusive use of the Holder identified in the certificate.
“CertifiO for Evaluation”: Digital signature certificate for testing purposes only; may not be used in a different context. Does not certify the signer's identity, professional status, or relation to the employer. The certificate includes metadata which indicates to Adobe Acrobat and ConsignO that the signer’s identity has not been verified and is therefore not reliable.
“CertifiO for Organizations”: Certifies the organization from which the document originated. This type of digital signature certificate is typically integrated into an automated process on a server for large volumes of documents signed annually. This subscription is based on the annual volume of signed documents and requires a corresponding lot of licenses. Digital signature certificates for Organizations are always AATL.
“CertifiO for Professionals”: Digital signature certificate certifying the signer’s identity and professional status. This digital signature certificate is for the exclusive use of the individual named in the certificate. The membership number and legal name of the Recognized Professional Association is indicated in the Certificate. This type of Product requires the signing of a formal agreement between Notarius and the Recognized Professional Association.
“Client application”: An application or software program installed on the Holder’s workstation or accessed online through which the Holder can activate or recover certificates, change their password, perform configuration tasks, and make transactions using their certificates.
“Digital Signature Software”: Software used to cryptographically bind a digital signature certificate to a document. Users are free to use any standards-compliant digital signature software that can access and use digital signature certificates.
Notarius provides Digital Signature Cloud Solution Holders with a Web Application, marketed as ConsignO Cloud Solo, which allows you to digitally sign using your individual CertifiO Cloud digital signature to produce a highly compliant document. You are granted access to this application by way of authentication of your Notarius account (“My Account”) following subscription to the CertifiO Cloud product.
“Hosted HSM”: The digital signature certificate, part of the CertifiO for Organizations (AATL) solution, is hosted on an HSM certified by Notarius that can be remotely queried to sign data using the Entity’s certificate (i.e. organization). This type of subscription is based on the annual volume of documents signed and requires a corresponding Lot of signatures.
“Identity Verification Agent (IVA)”: C/RSP employee authorized to carry out identity verifications (IV) of natural persons who are Purchasers of certificates according to the specifications detailed in the Notarius Certificate Policy (specifically, the completion of a web form specific to the Product purchased and the scheduling of an appointment for the purpose of presenting the required proof of identity). In some cases and under certain conditions, organizations may benefit from a special authorization to carry out identity checks themselves. In this case, an Identity Verification Agent (IVA) and an Affiliate Verification Agent (AVA) must be expressly appointed. For example, for notaries, the IV must be completed by a notary in accordance with Section 3 of the Regulation respecting the digital official signature of a notary, CQLR c N-3, r.13.1. 13.1.
“Key compromission”: A private key is compromised when its value has been disclosed to an unauthorized person, if an unauthorized person has had access to it, or if there is a method by which an unauthorized person can discover its value.
“Key pair”: A key pair is a combination of a private key (to be kept secret) and a public key, both of which are required to execute cryptographic functions based on asymmetric algorithms.
“MyAccount”: The Notarius account is a secure online account (username/password) allowing the Holder secure access to the different Products offered by Notarius (for example, the My Account administrative portal and the CertifiO Cloud Signature). Furthermore, My Account includes features to manage the life cycle of the Client’s Digital Signature.
“PDF/A”: The ISO 19005 standard ensures that electronic documents can be opened and read over long periods of time.
“Private key”: The key in a key pair that is kept secret by the key pair holder and is used to create digital signatures or to decrypt documents that have been encrypted with the corresponding public key.
“Public key”: The key in a key pair that may be publicly disclosed by the holder with a corresponding private key and that is used by a user party to verify digital signatures created with the holder's corresponding private key or to encrypt a document, for example, so that it can be decrypted only with the holder’s corresponding private key.
“Public Key Infrastructure (PKI)”: Set of physical components, functions, and procedures performed by software and human resources to manage keys and certificates issued by the CA.
“Revocation”: The withdrawal of a Holder’s certificate performed at the discretion of the C/RSP or at the request of an authorized individual.
“Visible Digital Seal (VDS)”: A data structure that guarantees the origin and integrity of a document's key data by encapsulating the data with its organizational (or departmental) digital signature in a two (2) dimensional code. The VDS to which the Notarius CP refers is the Otentik VDS, whose governance is dictated by AIGCEV.
RESPONSIBILITIES AND OBLIGATIONS OF THE END USER, HOLDER, PURCHASER, ENTITY, ORGANIZATION, RECOGNIZED PROFESSIONAL ASSOCIATION, OR ITS AUTHORIZED AVAS
Products in the CertifiO product suite allow you to affix a digital signature certifying your identity or that of the signing department or organization, as well as your professional status or employment relationship when applicable.
As such, you accept, acknowledge, and agree to:
Provide Notarius only with truthful, accurate, current, and complete information, and immediately update your information (including your email address or phone number) when applicable.
Provide an email address containing a combination of your first and/or last name and linked to your employer when you subscribe to the CertifiO for Employees Product (both Cloud and Desktop).
Provide, for all requests to subscribe to CertifiO Products including for Organizations, Departments, VDS, or to open a company account, the official and active legal name of your Organization as registered with the competent authorities (for example, a business registry). If your organization is registered in a province where access to the registry is paid or abroad, you agree to attach to your application a recent copy of the registry to prove this legal existence.
Present original, valid proofs of identity issued by a recognized government authority during your identity verification with the authorized IVA.
Authorize Notarius to use your personal information for identification purposes in connection with the provision of the Products. For details regarding the Identity Verification, see the Notarius Certification Practices Statements for the Product purchased.
You are solely responsible for protecting the confidentiality of your password, identification codes, security questions, and answers needed to identify you and giving you access to the My Account section. You may lose access to the Products in the event that you lose your password.
The use of your Digital Signature is a personal right, and, in this sense, it is strictly forbidden to entrust or disclose the information enabling its use to anyone whomsoever. A violation of this paragraph may result in the immediate revocation of your Digital Signature certificate without prior notice.
Validate that the signature appearance applied to your document complies with the requirements of your Recognized Professional Association. You also agree to sign with the signature appearance associated with the selected digital signature in cases, for example, where you hold multiple digital signatures (both Desktop and Cloud).
If you have purchased an annual certificate for a hosted HSM, you agree to ensure that your Client:
Attaches a recent, up-to-date, and valid copy from the appropriate business registry to prove its legal existence.
Provides truthful, accurate, and complete information, and notifies you of any changes to the information contained in the certificate.
Is responsible for the inappropriate use of its keys by its employees, administrators, or others.
Acknowledges and agrees that (i) you are solely responsible for protecting the Organization’s login information, including but not limited to its username/password or API signing key/secret, as applicable; (ii) if applicable, acknowledges and agrees that it is possible for you to delete Signature Projects from its account or to transmit or send Signature Projects to an incorrect recipient; (iii) if applicable, acknowledges and agrees that you may have access to the signing certificate and key and, in that respect, that you alone are responsible for the improper use of such keys; (iv) releases Notarius of any liability for the incorrect use of its Certificate by you.
Comply with, and have End Users comply with, the licences of Notarius’s licensors contained in the CertifiO suite.
Be responsible for establishing the necessary configuration, including obtaining and paying for the equipment and third-party services required for your access and use of the Services, including but not limited to Internet access.
Be fully responsible for implementing internal administrative policies and practices to prevent unauthorized access, use, modification, or disclosure of the Products by unauthorized Parties using equipment under your control.
Notify Notarius immediately if there is any suspicion of a Key Compromission or loss of your Digital Signature certificate.
Train your End Users, when applicable, and ensure that they use the Products in accordance with the directives issued by Notarius from time to time.
Provide accurate, exact, and complete information and inform Notarius of any change as soon as possible, including any change within your organization or the temporary or permanent revocation of a Holder or an End User authorized to act in your name and use the Products.
Verify the validity or revocation of your Digital Signature using the current certificate revocation status or subscription status information identified in "My Account". In addition, no longer use the media that contained the revoked Digital Signature.
Approve or reject subscription requests when required. Approval includes confirmation of the employment relationship when applicable.
Supply of the Products. Subject to payment of all applicable fees and compliance with all Terms and Conditions, including the Special Conditions, Notarius undertakes to supply the Products to the Purchaser and such Products shall be fully provided in accordance with their Product Specifications. The Purchaser also accepts that the Products may be supplied, in whole or in part, by a third party.
Certificate Authority. Notarius acts as Certificate Authority or Service Provider. As such, Notarius is responsible for issuing Digital Signatures and conducting the necessary verifications before issuing them.
Identity Verification. To issue a Digital Signature, Notarius must verify the identity of the Holder and/or End User, as the case may be. Therefore, some personal information must be disclosed to Notarius, as specified in the directions given to the Holder and/or End User to this effect. You authorize Notarius to use this personal information to provide the Products. You also authorize Notarius to keep evidence of your identity verification for a minimum of 10 years from the anniversary date of the cancellation of your subscription.
Digital Signature Event Logs. Event logs related to your Digital Signature are retained for a minimum of 10 years from the anniversary of the expiration or revocation of your Certificate.
If key pairs are generated by Notarius on behalf of the Purchaser and offered in PKCS#12 format, Notarius will endeavour to use trusted systems to generate the key pairs including a platform recognized as suitable for this purpose, ensure that private keys are encrypted if sent to a Holder, use a key length and algorithm that are recognized as suitable for the purpose of the digital signature, and will not sign key pairs less than 2048 bits for VDSs.
Price Modifications by a Recognized Professional Association: Recognized Professional Associations that bill their respective members for services related to the CertifiO for Professionals Product reserve the right to modify their own prices at any time. Such price modifications will apply immediately and must be communicated by the Recognized Professional Association to their members through a written notice to this effect. If the Client refuses this increase, it may revoke its CertifiO for Professionals Digital Signature through “My Account.”
Last updated: July-29-2022
SPECIAL CONDITIONS OF USE FOR PRODUCTS OFFERED BY SOLUTIONS NOTARIUS – CONSIGNO CLOUD® (hereinafter referred to as the “Special Conditions”)
Between SOLUTIONS NOTARIUS INC., a Portage Cybertech company, having its head office at 465 McGill Street, Suite 300, Montreal, Quebec, Canada H2Y 2H1 (“Notarius”) and you (hereinafter referred to as “you,” “Purchaser,” “Instrumenting Party,” “Signer,” or “Participant,” as the case may be) (individually referred to as a “Party” and jointly referred to as the “Parties”).
Notarius has marketed an advanced, legally reliable electronic signature Web platform (“ConsignO Cloud”) enabling you to switch to 100% digital documentation for your Signature Projects, whether you are a professional exercising a regulated profession, a company manager, an employee, a customer, a partner, or an ordinary citizen.
The documents produced via ConsignO Cloud offer you a high level of legal reliability by incorporating all the evidence necessary to establish the origin and integrity of the documents produced.
Notarius grants you, in return for the payment of the required sums, a non-exclusive license, which is not transferable and not assignable to a third party in whole or in part, to use the ConsignO Cloud platform according to the terms and conditions described below.
By subscribing to and using ConsignO Cloud, you accept, by checking the box provided for this purpose when confirming your subscription, these Special Conditions.
You, the participant in a Signature Project, assume full responsibility for the information, data, texts, messages, and other content posted online or transmitted through ConsignO Cloud.
You, the participant in a Signature Project, retain all rights, titles, and interests in the intellectual property of such information, data, texts, messages, and other content.
PDF document conversion. As part of your use of ConsignO Cloud, one of the platform’s features allows you to upload a document from the Microsoft Office Suite to convert it to PDF format. To access this feature, you agree to hold and retain a valid and up-to-date licensed copy of the Microsoft Office Suite.
Using the Verified.Me service. If you use the Verified.Me service offered by our partner, SecureKey Technologies Inc., when using ConsignO Cloud, you also agree to abide by their terms and conditions set out here.
“Account Manager”: A natural person designated by the Purchaser who holds the editing rights on all of an account’s shared content and the Purchaser’s settings, as well as user management and billing where applicable.
“Administrator”: A natural person designated by the Purchaser who holds the editing rights on all of an account’s Signature Projects, shared content, and the Purchaser’s settings, as well as user management and billing where applicable.
“API Usage Limitations”:
Purchasers can make up to 25 API requests per minute when they apply to different projects and operations (login, workflow, documents). Requests for a given project (such as querying the status of a project and updating it) should not be made more than once every 10 minutes.
All load testing, development, prototyping, and deep validation must be performed in the Sandbox environment. Service Level Agreements do not apply to Sandbox.
“Audit log”: A digitally sealed report automatically generated by ConsignO Cloud in which the signed document(s) (subject of the Signature Project) is(are) incorporated in PDF/A-3 format.
“Authentication of Signers”: All Signers in a Signature Project must authenticate themselves in order to be able to sign a document. By default, ConsignO Cloud requires two-factor authentication to use a trusted electronic signature. The solution deployed, for a given organization, may not require the use of a second authentication factor and, for these cases only, ConsignO Cloud would use a separate digital certificate to sign the document.
“ConsignO Cloud - API Plan”: The ConsignO Cloud API enables quick and easy integration with Notarius’s ConsignO Cloud platform within the Purchaser’s application(s) to create a comprehensive electronic signature experience for its users. When a Purchaser only needs to launch signature projects by an application to have documents signed using the ConsignO Cloud electronic signature graphical interface, the Purchaser can choose this type of package, provided that a valid Lot of signature projects has been previously purchased. This package includes an Administrator account (i.e. a single user license to access the API). In addition, all Signature Projects must be initiated and sent using this API.
“Deletion of Signature Projects & Trash”: Signature Projects may be initially deleted by an Instrumenting Party or on the expiration of the particular archiving period defined for the account. When deleted, a signature project is marked for deletion and moved to the trash for an additional 30 days. An Instrumenting Party may retrieve documents from deleted signature projects from the trash. However, once the additional 30-day period has expired, the Signature Project and its associated documents will be permanently deleted from the ConsignO Cloud platform without the possibility of recovery.
“Document Encryption”: All documents uploaded to the ConsignO Cloud platform are encrypted. They are only accessible to Participants included in a Signature Project.
“Electronic Signature with Verified Identity”: The electronic signature chosen by the Instrumenting Party and/or the Purchaser for which certain attributes of the Signer’s identity have been provided by a third party, such as the Verified.Me Service.
“Free Plan”: Upon expiry of the free trial, an individual plan, or any other plan not associated with your organization, your account will be migrated to the Free Plan. This free plan allows you to continue to access ConsignO Cloud after the account migration. Specifically, the Free Plan allows you to continue to launch Signature Projects, but with certain limitations, including a limited number of Projects that can be launched, a limited number of Participants in a given Signature Project, and the deletion of Projects seven days after their completion.
“Instrumenting Party”: A person or entity that creates, defines, and initiates a Signature Project. The Instrumenting Party is notified of the progress made on the Signature Project and has access to the Signature Project’s Audit Log as well as to the Final Project once it has been completed. The Instrumenting Party is the person who selects the role of the Participants to be added to a Signature Project and, if applicable, their authentication mode.
"Integrated Signer”: A person who can sign a Signature Project initiated by and integrated with a third-party system (e.g. the Purchaser’s website).
“Lot”: The number/volume of Signature Projects that the Purchaser is entitled to initiate during the year following the activation of the Lot purchased.
Each lot purchased is valid for a maximum period of one (1) year from the date of the official launch of the first signing project for that Lot.
The start date of the first Lot begins when the service is set up by Notarius or, at the latest, three (3) months after the date of purchase of the Lot. The first Lot purchased is valid for a maximum period of one (1) year.
Each Lot subsequently purchased will be valid for a maximum period of one (1) year at the pricing in effect at that time. The new Lot will activate when the current Lot expires or has been exhausted.
If unused Signature Projects remain in a Lot on its one-year anniversary date of its purchase, the remaining Signature Projects will be lost without compensation.
“Participants in a Signature Project”: A person who is invited, depending on their role, to sign and/or complete a text field and/or approve a Signature Project, among other things. Participants authenticate themselves to ConsignO Cloud according to the method previously defined by the Instrumenting Party before completing the requested action.
“Project Initiator Authentication Delegation Function”: Optional paid feature of the Enterprise plan, whose purpose is to delegate to the Purchaser the authentication of Instrumenting Parties when accessing ConsignO Cloud.
“Reasonable Use”: ConsignO Cloud is limited to reasonable and non-abusive use.
For packages that do not offer an unlimited number of projects, the authorized volume of Signature Projects is based on normal usage, for each Signature Project, to a maximum of five (5) documents per project and/or a maximum of ten (10) signatures per project. If more than 20% of the Signature Projects launched exceeds one of these two limits, an additional charge of $2.00 per project may apply. Notarius shall notify the Purchaser at least thirty (30) days in advance of the potential surpassing of this limit.
For packages offering an unlimited number of projects, it is expected that the average annual number of projects sent by each Instrumenting Party will not exceed five hundred (500) Projects, excluding projects sent by bulk sending. For example, for a subscription to the Business 5 plan, if Notarius finds that in less than one year more than 2,500 projects have been launched, an additional fee of $2.00 per project may be applied. Notarius shall notify the Purchaser at least thirty (30) days in advance of the potential surpassing of this limit.
“Signer”: A natural person who is invited, by notification of the Instrumenting Party, to affix their electronic or digital signature to the document or documents subject to the notification, using ConsignO Cloud. The Signer may be the Purchaser or a third party who is a participant in the Signature Project concerned.
“Signer Authentication Delegation Function (integration with the IdP via SAML)”: An optional paid feature of the Enterprise plan which allows Purchaser to use its IdP to authenticate signers managed under its domain. A dedicated digital certificate in the Purchaser’s name (organization) or a platform under its control must be set up to ensure that ConsignO Cloud uses it when the Purchaser’s IdP authenticates a Signer.
PURCHASER'S RESPONSIBILITIES AND OBLIGATIONS
As a Purchaser, you accept, acknowledge, and you agree to:
Ensure that the purchased Project Lots remain active (valid for one year for each Lot from the date of purchase).
If unused Signature Projects remain in a Lot on the one-year anniversary date of its purchase, the remaining Signature Projects will be lost without compensation.
Manage access to the ConsignO Cloud platform, for example by inviting Instrumenting Parties to create their accounts or by removing access when required.
Ensure that the Instrumenting Party’s account is used by only one person (one license per Instrumenting Party only).
Ensure that the Instrumenting Party’s access is removed from ConsignO Cloud no later than the same day that the Instrumenting Party’s use is suspended or terminated. The Instrumenting Party must be removed before the suspension or termination of employment becomes effective.
Be responsible for training Instrumenting Parties and individuals in their organization and ensure that they use ConsignO Cloud in accordance with the instructions given by Notarius from time to time.
Be fully responsible for implementing internal administrative policies and practices to prevent unauthorized access, use, modification, or disclosure of the Products or Data by unauthorized Parties using equipment under your control.
Be fully responsible for ensuring, if the Signer Authentication Delegation Function is chosen, that Signers, Instrumenting Parties, and Participants apply security methods to their work sessions to prevent unauthorized access to ConsignO Cloud.
Are exclusively liable to a third party in the event that the third party has suffered damage because they have signed a document as part of a Signature Project by virtue of confirmation that a person was one of your Instrumenting Parties when that person was no longer an Instrumenting Party at the time the document in question was signed. You alone or by extension your Company would be liable, with respect to such third party, and would be considered exclusively liable for damages resulting from the failure to remove access for this Instrumenting Party to the ConsignO Cloud Platform.
Regarding API usage (if applicable), you agree to:
Be solely responsible for all activities associated with these API identifiers, whether or not you have knowledge of these activities;
Keep your API credentials in a secure place, use them only as the only way to access the ConsignO Cloud API, and never share your API Secret with third parties.
Ensure that all passwords and other access identifiers are kept strictly confidential and are not shared with any unauthorized person.
Be solely responsible for the authentication of end users via the ConsignO Cloud API and agree to indemnify, defend, and hold Notarius harmless from any claims related to such authentication.
INSTRUMENTING PARTY’S RESPONSIBILITIES AND OBLIGATIONS
ConsignO Cloud allows you to have one or more Signers sign an electronic document.
As an Instrumenting Party, you:
Recognize that, in very rare cases, the law requires a particular form of document or signature for a given legal act.
Agree to verify prior to any new Signature Project that the planned use of ConsignO Cloud complies with the requirement of 4.1. Notarius does not offer any guarantee in this respect.
Acknowledge that when you set up a third-party application password in ConsignO Cloud for integration and use from that third-party application, you give the third-party application the right to log in on your behalf to your ConsignO Cloud account. By the same token, you acknowledge and agree that Notarius shall not be liable for any possible damage and/or compromise of access, data, or security that has been caused to your account by this third-party application and/or incomplete and/or erroneous integration of the API.
Agree to ensure that the type of Electronic Signature defined for each of the Signers involved in your Signature Project corresponds to the level of trust required for your documents to be signed and your internal processes.
Must be able to demonstrate, when using a Trusted Electronic Signature to sign a document included in the Signature Project, the link between the Signer’s identity, their email address, and the authentication factor, such as a telephone number used for their identification and authentication in the signing process, in order to ensure enforceability of the signed document against third parties.
Must validate the signatures of third parties affixed to the document at the conclusion of the Signature Project.
Are responsible for downloading the signed documents once your Signature Project has been completed.
Are responsible for downloading, storing, and distributing the Audit Log related to the Signature Project as required which will provide additional evidence in the event of a dispute or litigation.
SIGNER’S RESPONSIBILITIES AND OBLIGATIONS
Confirm that the credentials used to identify and authenticate yourself, from anywhere in the World, on ConsignO Cloud, i.e. your email address and/or phone number, are active and under your sole control.
Agree that your email address and/or phone number and/or IP address may be included in the metadata of the document you are about to sign, in order to show without any doubt your active participation in the process via the ConsignO Cloud platform.
Confirm your acceptance to receive communications, at these same identifiers (email address and/or telephone number), for all Signature Projects in which you are involved.
You also acknowledge:
You are bound to this document with the same legal effects as if you had affixed your handwritten signature on an equivalent paper document.
It is your sole responsibility to review the content of each electronic document that you are about to sign prior to signing it.
You agree to receive an email allowing you to access the final documents intended for you, when all the documents of a Signature Project in which you were involved have been signed by all the signers concerned.
Finally, when you are identified as a Signer with a Digital Signature to sign such Projects, you:
Acknowledge that your use of your Digital Signature is a personal right and that you must not disclose this information to any unauthorized person or allow them to use your Digital Signature.
Comply with Notarius’s Certificate Policyavailable on its website, and its amendments.
Supply of the Products. Subject to the payment of all applicable fees and compliance with all Terms and Conditions, including the Special Conditions, Notarius undertakes to supply the Products to the Purchaser and such Products shall be fully provided in accordance with their Product Specifications. The Purchaser also accepts that the Products may be supplied, in whole or in part, by a third party.
Entry into force: July-29-2022
Schedule – ConsignO Cloud Verified.Me
The Verified.Me service (“Verified.Me”) is a digital identity network developed and operated by SecureKey Technologies Inc. (“SecureKey”) that enables individuals to provide certain identity and other personal information to eligible companies authorized by SecureKey that are operating in Canada only and under specific conditions, and facilitate the identity validation process of such individuals. Verified.Me is a third-party service offered with ConsignO Cloud and used under licence by Notarius.
When using Verified.Me, in addition to any terms and conditions governing your use of ConsignO Cloud, you further agrees to respect all the following terms and conditions (the “Verified.Me Conditions”).
Notarius reserves the right to update or change these Verified.Me Conditions from time to time. The current Verified.Me Conditions are published and kept up to date on the Notarius website at the following address: https://notarius.com/en/terms-and-conditions.
We encourage you to consult them regularly. In the event that we make any material changes, you will be notified either by a prominent notice when you connect to our website to use the Products, or by e-mail, all at Notarius’ discretion.
Subject to all conditions included herein, access and use of the Verified.Me Service will be authorized at the sole discretion of Notarius.
When using the Verified.Me Service, you hereby acknowledge and represent that you must and you will comply at all times with all conditions included in these Verified.Me Conditions, that you qualify as a Permitted Business (as defined in Section 2 below), and that you do not qualify under one of the prohibited business categories (as defined in Section 3 below). You further understand that your use of the Verified.Me Service may require from you the disclosure of sensitive information, such as but not limited to, your detailed intent for the data received and the number of signatures received with the Verified.Me service over a certain period of time , to which you hereby consent.
The Service Verified.Me relies on information (such as first name, last name and date of birth) pertaining to existing arrangements and contracts between you and the applicable data provider such as regulated financial institutions (“Data Provider”). To such effect, and for more clarity, Data providers, SecureKey or Notarius have no duty to verify any such information being provided as part of the Verified.Me Service.
To use the Verified.Me Service, you may have to install a mobile application, must complete a registration process, and select one of the participating Data providers with which you have an existing relationship.
The rights granted to you when accessing and using the Verified.Me Service are strictly personal and you hereby commit not to transfer, sublet or resell such rights and that you will use the Verified.Me Service solely for your business operations.
You agree to comply at all times with all applicable laws, regulations, common law principles and judicial actions applicable to the Verified.Me Service including, without limitation, the Personal Information and Protection and Electronic Documents Act (Canada), as amended or replaced from time to time, and any similar provincial legislation.
Furthermore, you hereby expressly acknowledges and agrees that changes in the performance of Verified.Me Service necessitated by (i) decisions of Data Providers, or (ii) their good faith interpretation of any applicable law, regulation or judicial or regulatory action shall not constitute a breach of these Verified.Me Conditions.
Certain software components of the Verified.Me Service contain and/or consist of embedded open source software that is not proprietary to SecureKey, and you understand and agree that such open source software is governed by standard licensing terms associated with its use, to which you shall consent.
You agree and understand that we may, at any time, without notice and without liability, restrain the use of the Verified.Me Service or limit its availability for (i) maintenance purposes; (ii) in case of emergency; (iii) in case of default by you or your representative(s) to comply with any provision of these Verified.Me Conditions; or (iv) in case of any misuse of the Verified.Me Service by you or your representative(s).
Subject to Section 3, to be eligible to use the Verified.Me service, you must qualify as a Permitted Business. For the purposes of this Schedule, a “Permitted Business” shall mean any entity that is:
created and existing under the laws of Canada, the United States, a current or former member of the European Union, Japan, South Korea, Australia or New Zealand, and
The following list is a non-exhaustive list of Permitted Businesses:
Government entities such as Government of Canada, Provinces & Territories, Regional and district government bodies, Municipalities, Crown Corporations and Agencies at all levels of government;
Financial Institutions that are regulated by one or more of the Office of the Superintendent of Financial Institutions and/or the Autorité des marchés financiers;
Insurance companies that are regulated by one or more of the Office of the Superintendent of Financial Institutions and/or the Autorité des marchés financier;
Educational institutions such as elementary and secondary schools, and school boards, colleges, universities and professional schools;
Employer services such as payroll processing, benefits administration, recruitment services, background checks;
Communications services such as home phone, mobile phone, television and video streaming, Internet;
For the purposes of this Section, any reference to “Affiliate” shall be interpreted to include any entity that, directly or indirect, controls, is controlled by or under common control with such other prospective entity.
Any of the following entities, including their Affiliates, directors, officers, employees, representatives or agents, may NOT use the Verified.Me Service:
entities that are on, or have any Affiliates that are on, any sanction list of any Canadian or U.S. governmental entity;
entities that are shell financial institutions (i.e., financial institutions without a physical presence);
entities that are providing, or have Affiliates that are providing, goods or services within the following categories:
Casinos and gambling establishments, including online gambling (excluding government-run gambling);
Service Description. SecureKey is the developer and provider of a service with a brand name of Verified.Me for eligible customers operating in Canada (each, a “Relying Party” or “RP”) that wish to receive certain End User Information, which has been collected and/or issued by trusted identity and data providers (each, an “IDP”), and authorized by the applicable End User for sharing with and/or confirmation to such RP using SecureKey’s Verified.Me service;
Definitions. For the purposes of this Section 4:
"Eligible Customer" refers to an entity that has entered into an Eligible Customer Agreement with Notarius under which the Eligible Customer is entitled to benefit from the functionality of the Verified.Me service as an authorized user under the terms of such Eligible Customer Agreement. Each Eligible Customer must be expressly agreed to by Notarius, and Notarius confirms that it has authority to bind the Eligible Customer and shall be responsible for the Eligible Customer’s performance of (or failure to perform) any obligations under the terms of the Eligible Customer Agreement;
"Eligible Customer Agreement" means an agreement between Notarius and an Eligible Customer that includes or otherwise offers the functionality of the Verified.Me service;
"Losses" means any and all damages, losses, liabilities, costs, expenses, claims or legal actions of whatever kind or nature, including reasonable attorneys’ fees and expenses incurred in investigation, defense or settlement thereof;
"Released Parties" means SecureKey and each IDP that participates in the Service, and, as applicable, their respective parent companies, affiliates, subsidiaries, divisions, suppliers and service providers, and all of their respective directors, officers, employees and agents; and
Eligible Customer acknowledges that: (a) neither SecureKey nor any IDP warrants that the End User Information is accurate or is in respect of the individual purporting to be the End User; (b) the IDP has no duty to verify or update the End User Information being provided; and (c) neither SecureKey nor any IDP is responsible for the accuracy of the End User Information.
For clarity, the IDP has no duty to verify any End User Information being provided as part of the Service, and all End User Information provided as part of the Service:
is subject to existing arrangements and contracts between End User and the applicable IDP and between End User and SecureKey;
is dependent on (A) the information relating to an End User that the applicable IDP has in its possession at the time the End User authorizes the release of such End User Information, and (B) each IDP’s ability or willingness to provide applicable information about an End User to as part of the Service;
may change or be corrected from time to time during the End User’s relationship with the applicable IDP, and neither SecureKey or any IDP has any duty or obligation to provide updated End User Information to Notarius or Eligible Customer; and
SecureKey’s operation of the Service requires that as a condition of initial use, End Users must agree to terms and conditions that, inter alia, exclude liability for SecureKey, its IDPs, Notarius and other Relying Parties and any other applicable suppliers or licensors in relation to operation of the Service, subject to applicable laws.
LIMITATION OF LIABILITY. NO RELEASED PARTY MAKES ANY, AND EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH OR REFERENCED IN THIS AGREEMENT, SECUREKEY MAKES NO, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICE OR ANY INFORMATION (INCLUDING THE ACCURACY OF ANY END USER INFORMATION) PROVIDED UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ACCURACY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE..
SECUREKEY DOES NOT WARRANT THE AVAILABILITY OR RESPONSE TIME OF THE SERVICE, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET NOTARIUS’ OR ANY ELIGIBLE CUSTOMER’S REQUIREMENTS. MOREOVER, IN NO EVENT SHALL ANY RELEASED PARTY BE HELD LIABLE IN ANY MANNER WHATSOEVER FOR ANY LOSS OR INJURY TO NOTARIUS OR ANY ELIGIBLE CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE INCLUDING, BUT NOT LIMITED TO, ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS REVENUE, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND WHATSOEVER) INCURRED BY NOTARIUS OR ANY ELIGIBLE CUSTOMER REGARDLESS OF THE THEORY UPON WHICH SUCH DAMAGES ARE BASED AND EVEN IF A RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Eligible Customer agrees that, if a Released Party is found directly or indirectly liable to Notarius or any Eligible Customer in any way in connection with the Service or the End User Information and for which liability is not excluded pursuant to the previous paragraph, such Released Party’s liability to Notarius and the applicable Eligible Customer and the aggregate amount of damages recoverable against such Released Party for any matter relating to or arising therefrom, whether based upon an action or claim in contract, tort, restitution or any other legal theory, including any action or claim arising from the acts or omissions, wilful, negligent or otherwise, shall be limited to the fees received by such Released Party from Notarius in respect of the End User or End Users to which the claim relates in the three (3) months preceding the claim. Any liability of a Released Party under, in respect of or in connection with this Agreement is several and not joint.
Except for (i) Eligible Customer’s indemnification obligations contained in section 4.5 (Indemnity) and (ii) fees due to Notarius under this Agreement, the maximum liability for direct damages under this Agreement, if any, whether based on negligence, breach of contract (whether or not a fundamental breach), warranty or other legal theory, will not exceed, without duplication and including all events or claims, the lesser of the aggregate of (i) all amounts paid or payable by Eligible Customer to Notarius during the twelve (12) months preceding the claim, or (ii) $500,000.
Indemnity. Eligible Customer shall defend, indemnify and save each Released Party harmless from and against any Losses arising out of or based on or in connection with any claim, demand, or action brought by any third party against any Released Party by reason of, or arising out of, or relating to: (a) Eligible Customer’s use or unauthorized use of, or reliance on, the Service or any End User Information, (b) a claim of infringement of any Canadian copyright, patent, trade mark, trade secret or other proprietary right of a third party related to Notarius’ or any Eligible Customer’s hardware, software, systems or other technology utilized by Notarius or any Eligible Customer in connection or in any way related to its receipt of Services under this Agreement, (c) Eligible Customer’s performance or failure to perform its obligations hereunder or comply with the terms hereunder, including any actions or inactions by Notarius or any Eligible Customer, and (d) Eligible Customer, whether directly or indirectly through an affiliate or third party, commencing or causing or permitting to be commenced any legal proceeding whatsoever against any Released Party.
Third Party Rights and Obligations. Under no circumstances shall this Agreement create obligations or liability on any Released Party other than SecureKey. For clarity, under no circumstances shall any IDP or other third party supplier of SecureKey have any obligations or resulting liability to Notarius or any Eligible Customer under the terms of this Agreement, and each of Notarius and Eligible Customer further agrees that it has no right to, and will not under any circumstances, whether directly or indirectly through an affiliate or any third party, commence or cause or permit to be commenced any legal proceeding whatsoever against any Released Party (other than SecureKey) or other third party supplier of SecureKey.
The Released Parties shall be third party beneficiaries of these provisions. These provisions are intended to be for the benefit of each Released Party. SecureKey is hereby constituted as trustee in favour of the Released Parties (other than SecureKey) in respect of their rights under these provisions.
Notifications. Promptly after becoming aware of any actual or potential privacy, confidentiality, fraud or alleged fraud or any security incident affecting (or that might reasonably be anticipated to affect) the Service: Eligible Customer shall (i) notify SecureKey and Notarius immediately using the contact information designated by SecureKey and Notarius; (ii) assist SecureKey and Notarius and each of their respective suppliers in the management of any consequences arising from it; (iii) take all reasonable steps to mitigate any damage or harm resulting from it; and (iv) take all appropriate steps to prevent its recurrence and notify SecureKey and Notarius of those steps.
Entry into force: 2020-01-30
SERVICE LEVEL AGREEMENTS APPLICABLE TO PRODUCTS OFFERED BY SOLUTIONS NOTARIUS® (hereinafter “SLAs”)
Between SOLUTIONS NOTARIUS INC., a Portage Cybertech company, having its head office at 465 McGill Street, Suite 300, Montreal, Quebec, Canada H2Y 2H1 (“Notarius”) and you (hereinafter “you,” the “Purchaser,” or the “Holder,” as the case may be) (individually referred to as a “Party” and jointly referred to as the “Parties”).
Notarius reserves the right to update or change these SLAs from time to time. The SLAs in force are published and kept up to date (see “Effective date”) on the Notarius website at the following address: https://www.notarius.com/en/terms-and-conditions. We encourage you to consult them regularly. PLEASE CHECK THE SITE REGULARLY FOR UPDATES ON MODIFICATIONS. IF YOU CONTINUE TO USE OUR PRODUCTS AFTER THE CHANGES TAKE EFFECT, YOU AGREE TO BE BOUND BY THE NEW CONDITIONS. You agree that we shall not be liable to you or any third party for any changes to the SLAs. If we make any material changes that negatively impact your use of our Products, you will be notified either by a prominent notice when you log in to our website to use the Products, or by email, all at Notarius’s discretion.
“Claim”: means any written request for Service Credit you make to Notarius following a Period of Unavailability in the event of non-compliance with the SLAs.
“Downtime”: means, for all our Products, a period of time over one month when a Holder is unable to (i) use the Product to sign documents; (ii) verify, or allow a third party to verify, the integrity and authenticity of a document that the Holder has signed with our Products. This period begins when the Holder notifies Notarius of the issue and ends when Notarius provides you with a solution that allows them to use the Product in question normally.
“Force Majeure”: With the exception of payment obligations, neither Party shall be liable for any failure or delay in the performance of its obligations due to external, unpredictable, and unstoppable events beyond the reasonable control of that Party, which may include, but are not limited to, denial of service attacks, breach by a third party hosting provider or utility provider, shortages, riots, pandemics, fires, natural disasters, war, strikes, terrorism, and government actions.
“Level of Service”: the performance measure(s) expressed in percentages set out in the SLAs that Notarius agrees to comply with in the provision of its Products and for the purpose of determining Service Credits. The Level of Service is calculated for the coverage period below, and excludes the situations in section 5. List of cases of exclusion of any claim hereunder:
Uptime of 99.5% excluding planned maintenance
“Maintenance and software support”: Software versions are identified as x.y.z, where x is a major version number, y is a minor version number, and z is a maintenance version. Notarius commits to supporting previous minor and major versions up to a year after a new minor version is released calculated from the date of release of the new minor version.
“Maximum Data Loss”: also referred as a Recovery Point Objective (RPO), the point to which information used by an activity is to be restored to enable the activity to operate upon resumption.
“Recovery Time Objective (RTO)”: period following an incident within which a product or service or an activity is resumed, or resources are recovered. For products, services, and activities, the recovery time objective is less than the time it would take for the adverse impacts that would arise as a result of not providing a product/service or performing an activity to become unacceptable.
“Service Credit”: means that, for each hour that Notarius’s SLAs are not respected, a credit equivalent to one (1) day’s Subscription Fee will be granted to you. This Service Credit will take the form of an extension of your subscription period. The start time for calculating the Service Credit will start when you notify Notarius of the incident.
If, during the Subscription, Notarius does not maintain the Levels of Service described in the SLAs, and you otherwise comply with all your obligations under the SLAs, the Terms and Conditions, the Special Conditions, and any other obligations you have towards Notarius, you may be entitled to the Service Credit described below.
In the event of failure or non-compliance with a Level of Service, and, in order for Notarius to examine your Claim, you must submit it, in good faith, to Notarius Customer Service at the following address: email@example.com.<
Your Claim must be made within fifteen (15) calendar days of the occurrence of the period of unavailability. Failure to comply with this condition will result in the waiver of your right to claim the Service Credit.
You must include the following information with your Claim: (i) a detailed description of the Product or features affected during the Downtime Period; (ii) information on the exact day and time of the start of the Downtime Period and its duration; (iii) the number of Holders and information about the Product(s) affected (if any); and (iv) a description of your attempts to solve the issue during the Downtime Period.
Notarius will consider your Claim and determine the applicability of the possible Service Credits.
LIST OF CASES OF EXCLUSION OF ANY CLAIM
You understand and agree that these SLAs do not apply to situations that are due, that result, or that arise as a result of:
factors outside of Notarius’s reasonable control, including without limitation Force Majeure or a failure of a network or device that is not under Notarius’s direct control;
the use of products, services, material, or software that were not provided by Notarius, including without limitation problems resulting from insufficient bandwidth or related to third-party software or services;
unauthorized actions or inactions, if applicable, by the Holder, Purchaser, or its employees, agents, representatives, suppliers, or any other person that may access the network or equipment of the Purchaser or Holder, or in any other way that results in non-compliance with adequate security practices;
are due to the fact that the Purchaser or Holder did not comply with all required configuration needs, or used unsupported platforms, or which have resulted due to use of the Products in a manner inconsistent with the functions and features of said Products.
result from attempts to perform operations that exceed the limits included in the plan to which the Purchaser or Holder subscribed to; or
The maximum total number of Service Credits that may be granted to you is the sole responsibility of Notarius in accordance with this SLA.
Last updated: July-7-2022