Schedule – ConsignO Cloud Verified.Me Service
Between SOLUTIONS NOTARIUS INC. 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 lines and solutions, such as digital signatures, electronic signatures, certification and authentication solutions for electronic documents, including the following software solution suites: CertifiO®, ConsignO® and VerifiO® (respectively “CertifiO,” ” ConsignO” and “VerifiO,” and collectively the “Products“).
In the event of any conflict between the Special Conditions and these General Conditions, the Special Conditions shall prevail.
Unless otherwise specified, the following terms and expressions have the following meanings:
- “Application Form”: the form used by a Purchaser to subscribe to one or more of Notarius’s Products;
- “Buyer”: you, the person who initiates the Subscription process for one of Notarius’s Products, for yourself or for an Authorized Holder;
- “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 contract;
- Information whose public disclosure is authorized in writing by the Parties;
- Information known to a Party before the time of its communication by the other Party and for which written documentation proving such prior knowledge can be provided upon request.
- “Data”: all information entered by the Parties, in 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;
- “Digital Signature”: the private and public keys contained in a certificate issued to a Holder for the purpose of identifying him/her in the context of his/her use of the Products. Certificates include all information confirming the Holder’s identity. Notarius cryptographically links an official identity to the Digital Signature certificate protected by two-factor authentication that 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 documents. The types of Digital Signatures vary according to the Product(s) to which the user has subscribed. A Digital Signature remains valid until it expires or is revoked;
- “End User“: you, the duly authorized Holder of one of Notarius’s Products to which the Purchaser has subscribed;
- “Group of Professionals”: any group of professionals having a legal personality and dedicated in particular to the protection of the public, including any professional association governed by a law in this regard;
- “Holder”: you, the duly authorized End User of one of Notarius’s Products to which the Purchaser has subscribed;
- “Instrumenting Party”: a person or entity that creates, defines and initiates an Electronic Signature Project. The instrumenting party is notified of the progress of the Signature Project and has access to the audit log and the final draft once it has been completed;
- “Intellectual Property Rights”: all present and future rights relating to (i) a patent, trademark, domain name, copyright, system, software, source code, object code, 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;
- “Membership Fee”: the one-time membership fee that the Purchaser must pay, if applicable, upon enrollment or the Holder’s enrollment, as the case may be, to a Product, in addition to the Subscription Fee and Transaction Fees;
- “Reasonable Use“: all Products offered are limited to reasonable and non-abusive use that varies according to Service specifications. For example, but without limiting its scope:
- CertifiO for Professionals, Employees and Departments: use is reserved for signatories 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 normal use which varies depending on whether the chosen package offers an unlimited number of Projects;
- ConsignO Desktop: only documents intended to be signed by a CertifiO product can be converted, prepared or signed with ConsignO Desktop;
- VerifiO: use is limited to the number of checks specified in the Subscription;
- Verification of the validity of documents (by VerifiO, ConsignO Desktop or third-party software): verification is limited to a maximum of ten (10) documents per day, unless otherwise specified in the Subscription Terms and Conditions or in a separate written agreement with Notarius.
- “Signature Project“: a signature project consists of a document or set of documents requiring the signature of one or more signatories to be managed in the same workflow initiated by an instrumenting party or by an automated system having access to the ConsignO Cloud electronic signature platform;
- “Subscription“: the subscription to one or more Notarius Products to which the Holder or the Purchaser has subscribed;
- “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;
- “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 called “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.
- JOINT REPRESENTATIONS OF THE BUYER AND THE HOLDER
- In the context of your use of the Notarius’s Products, 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;
- to provide accurate, precise, exact and complete information to Notarius and to keep it up to date, including, but not limited to, all email addresses;
- to securely store all personal identifiers, passwords and other confidential information relating to your Digital Signature or Trusted Electronic Signature, 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. After this period, you are no longer authorized to use these Products without paying the applicable fees.
- PAYMENT TERMS AND CONDITIONS
- Fee schedule. In addition to the Membership 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.
- 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 Subscription 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 4.1. 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.
- 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 can also make other arrangements, such as when an agreement exists with a Group of Professionals, which can issue the invoice directly to you.
- 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.
- Unreasonable user fees. A Holder who exceeds the limits of the Authorized Reasonable Use applicable to the Products as defined in 1.17 and who, as a result, is in a situation of overuse, expressly authorizes Notarius to invoice the amount related thereto according to the method of payment chosen.
- Currencies and taxes. Unless otherwise indicated, the prices indicated on the Enrollment Form or any service proposal are in Canadian dollars and do not include applicable taxes.
- Late fees. 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 cannot be withheld or set off by you for any reason whatsoever.
- Default of payment. Notarius reserves the right to stop supplying the Products and to block access to the Holder if an invoice remains unpaid more than sixty (60) days after its due date
- Fee changes by Notarius. Notarius reserves the right to modify the price list, 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.
- Reimbursement. Notarius will only reimburse the Purchaser for Subscription Fees that meet the following requirements: (i) in the event that a Group of Professionals 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 his/her Digital Signature. You expressly agree that all other fees and payments are not refundable, cancelable or subject to a credit in the progress of a Subscription, including, in particular, when the Holder is no longer a member of his/her Group of Professionals.
- INTERRUPTION OR TERMINATION
- As a Holder, you understand that the cancellation of your Subscription to the Products entails, in particular, the revocation of your Digital Signature, where applicable.
- When one of the situations described in Article 5.1 occurs, your rights as a Holder to use the Products and your Digital Signature are automatically revoked.
- When any of the situations described in section 5.1 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, 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.
- The provisions of paragraphs and articles 1 (Definitions), 4 (Terms of Payment), 5 (Interruption and Termination), 6 (Intellectual Property), 7 (Privacy and Data Protection Policy), 8 (Limitations of Warranty and Liability), 9 (Indemnification), 10 (Dispute Resolution) and 11 (General Provisions) shall survive the termination hereof.
- INTELLECTUAL PROPERTY
- 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 1.5) in respect of the Products, whether registered or not.
- You acknowledge that you have subscribed for access to and use of the Subscribed 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.
- 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.
- All rights, titles and interests, including Intellectual Property Rights, in and to the Products, all 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 mention and/or legend of copyright or trademark or any other mention of exclusive ownership of Notarius or its licensors on the Products or incorporated or associated with them.
- PRIVACY AND DATA PROTECTION POLICY
- The Products are provided from secure servers managed by Notarius and located in Canada.
- 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.
- Notarius undertakes to take all reasonable measures to prevent 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 service provision, 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 an 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 cookie on your browser, but some Product features may be affected.
- LIMITATION OF WARRANTY AND LIABILITY
- 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 BUYER OR HOLDER, SHALL BE LIMITED TO THE LESSER OF X) THE PROVABLE AMOUNT OF ACTUAL DAMAGES DIRECTLY SUFFERED BY THE BUYER OR HOLDER AND Y) THE NET AMOUNT ACTUALLY PAID BY THE BUYER 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.
- 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:
- The negligence, wrongful acts or omissions of the Purchaser, the Holder or their agents;
- 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;
- The use of an outdated version if such claim would have been avoided if the Holder had used the most recent version of the Products, provided that such version was made available to the Purchaser or the Holder within a reasonable time given the impact of such installation on its operations.
- DISPUTE RESOLUTION
- Negotiation in good faith. In the event of a dispute arising out of or in connection with this Agreement, the aggrieved Party shall notify the other Party 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, then both Parties may refer the matter as indicated below. All negotiations under this article 10.1 are confidential and must be treated as compromise and settlement negotiations for the purposes of the rules of evidence.
- Arbitration. Subject to the provisions relating to negotiation and mediation set out above, if a dispute or controversy arises between the Parties relating to the interpretation or implementation of any of the provisions hereof, the dispute shall be finally settled under the auspices of the Canadian Commercial Arbitration Centre, by arbitration and excluding ordinary courts, in accordance with its General Commercial Arbitration Rules in force at the time of signing hereof and to which the Parties declare themselves parties. Any Party may serve notice of its intention to submit a dispute to arbitration. The arbitration shall be conducted by a single arbitrator. The arbitration will take place in Montreal. The language of the arbitration shall be that of the contract in dispute. The arbitrator may not act as an amiable composer. The decision rendered by the arbitrator is final and binding on the Parties and is not subject to appeal. The judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator’s costs shall be shared equally between the Parties, or as otherwise determined by the arbitrator. Any arbitration held pursuant to this paragraph shall be private and confidential. Matters submitted to arbitration, hearings, proceedings and the arbitral award shall be held and maintained in strict confidentiality by the Parties.
- Authorized injunction measure. For the sake of clarity, nothing in this Agreement shall prevent a Party from seeking an injunctive relief if it considers that, without such relief, serious prejudice could be caused to it.
- GENERAL PROVISIONS
- 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, in 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.
- Links to other sites. The Products as well as the Notarius website may contain links to other websites or to third-party solutions or services (the “Third-Party Services“), including the “PureChat” chat solution. To the extent that Notarius has no control over the Third-Party Services, Notarius is not responsible for the practices employed by websites or companies offering Third Party Services, nor for the information that such websites may contain. It is therefore your responsibility to exercise good judgment, to be aware of the terms and conditions of such Third-Party Services and to assume the risks associated with the Third-Party Services. In some cases, particularly with respect to the optional “Verify Me” solution with the ConsignO Cloud product subscription, you agree to abide by the terms and conditions of the third-party service referred when you subscribe to this option.
- 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 Buyer in connection with the performance of its services shall remain the property of Notarius, and the Holder including the Buyer 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.
- Licence for promotional purposes. You grant Notarius the right to identify you as a customer 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.
- 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 and not to use the Products illegally or in a manner that violates the rights of third parties.
- 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, any controlled information or items related to the use of the Products, except in accordance with the laws applicable to exports.
- Harm to the Products. You may not use the Products to transmit Data containing computer viruses or any other harmful computer code, files or programs such as Trojan horses, worms or time bombs. You agree not to interrupt or harm the servers on the network linked to the Products or to attempt to access the Products, other users’ accounts, computer systems or networks linked to the Products without authorization.
- Internet use. Since the use of the Internet may be required when accessing the Products, your conduct is subject to the rules, policies and procedures of the Internet. You also agree not to attempt to gain unauthorized access to other computer systems. You agree not to interfere with another user’s use and enjoyment of the Products or another entity’s use and enjoyment of similar products or services.
Entry into force: 2020-07-28
Special Conditions of Use for Notarius – Certifio®
(hereinafter the “Special Conditions”)
Between SOLUTIONS NOTARIUS INC., having its head office at 465 McGill Street, Suite 300, Montreal, Quebec, Canada, H2Y 2H1 (“Notarius”) AND you (hereinafter “you” or the “Client”).
- GENERAL PROVISIONS
- The ConsignO Desktop Service, also available from Notarius, is included with CertifiO for Professionals Service; (ii) CertifiO for Employees; and (iii) CertifiO for Departments. Special conditions of use apply to the ConsignO Service.
- For some CertifiO Services, including without limitation (i) CertifiO for Employees; (ii) CertifiO for Departments; or (iii) CertifiO for Organizations, an employer must be a Client beforehand and have an active account with Notarius before the End User may subscribe to said Service. The End User’s professional email used to subscribe to the Service must be the one associated with the employer.
- “My Account” means the Client’s account accessible through Notarius’ secured website and used to access and use the Services, including, without limitation, to request Subscriptions to Services, manage Subscriptions, make online payments or make changes to the account or subscribed Services. Furthermore, My Account includes features to manage the life cycle of Client’s Digital Signature;
- “Certification Policy” means the certification policy adopted by Notarius to act as certification authority as part of the provided Services and which governs its public key infrastructure and life cycle of its Digital Signature certificates. The Certification Policy is published by Notarius and available on its website at https://notarius.com/en/certification-policy/ .
- “Specifications” means the technical specifications as disclosed by Notarius in relation with the Services and their operation.
- CLIENT’S RESPONSIBILITIES AND OBLIGATIONS
- Certification Policy. You acknowledge that your use of the Services, by yourself or any End User authorized to act in your name and use your Digital Signature, is governed by the Certification Policy adopted by Notarius. You and any End User acting in your name undertake to comply with this Certification Policy at all times while using the Services.
- Identity Verification. In order to obtain a Digital Signature and validate its identity, the End User must meet in person or remotely an authorized identity verification agent (IVA), who will make the necessary verifications and collect Personal Information. After processing the information, Notarius will issue, as the case may be, the Digital Signature. You authorize Notarius to use your Personal Information as part of providing the Services. Personal Information is only collected to identify the End User.
- Client Authentication. Access to the Services requires Client authentication. You are solely responsible for preserving the confidentiality of your password, identification codes, security questions and answers needed to identify you and giving you access to the My Account section. Losing the password may preclude any access to the Services.
- Digital Signature Use.
- When the Digital Signature is issued to you as a professional or employee, you acknowledge that your use of your Digital Signature is a personal right and it is strictly prohibited to entrust or disclose to anyone the information with which your Digital Signature can be used. A violation of this paragraph may result in the revocation of your Digital Signature without further notice or delay.
- When the Digital Signature is issued to you in relation with your organization or a specific department in your organization, you acknowledge that your use of your Digital Signature is a personal right and it is strictly prohibited to entrust or disclose to anyone who is not authorized inside your organization or a specific department in the organization the information with which your Digital Signature can be used. A violation of this paragraph may result in the revocation of your Digital Signature without further notice or delay.
- Compliance with Subscription Limits. You shall comply with, and have End Users comply with, the limits applicable to your Subscription to the CertifiO Service.
- Third-party Licences Compliance. You shall comply with, and have End Users comply with, the licences of Notarius’ licensors contained in the CertifiO suite.
- Necessary Equipment. You acknowledge that you are responsible for setting the necessary configuration, including obtaining and paying for equipment and third-party services required for your access and use of the Services, including without limitation Internet access and computer equipment.
- Security. You are solely responsible for implementing policies and other internal administrative practices to, without limitation, prevent unauthorized access, uses, modifications or disclosure of Services or Data by unauthorized parties from equipment that you control. You undertake to notify Notarius immediately if you believe that your Digital Signature has been compromised so that it can be revoked and replaced.
- Training. When applicable, training your End Users is your responsibility. You shall use the Services, and ensure that your End Users use the Services, in a manner that complies with the instructions given by Notarius from time to time.
- Update of Provided Information. In order to enable Notarius to better serve you, you undertake to fully cooperate with Notarius and provide, upon request, any information required to provide the Services, including without limitation to validate your identity or that of End Users authorized to act in your name and use your Digital Signature. Any delay caused by the Client’s acts or omissions with respect to the delivery of any required information may affect the provision of Services, without any liability to Notarius. The Client and/or affiliation verification agent (“AVA”) shall provide accurate, exact and complete information and inform Notarius of any change as soon as possible, including without limitation, any change in the organization or temporary or permanent revocation of the Client or an End User authorized to act in its name and use its Digital Signature from a Professional Association. The Client, and/or AVA, shall keep an updated list of all End Users authorized to act in its name and use its Digital Signature. The Client, and/or AVA, shall communicate this list to Notarius when applicable. In no event shall Notarius be held liable for a failure of Client or AVA to update the provided information.
- Loss of Digital Signature. If a Digital Signature is lost on physical medium, you shall notify Notarius immediately so that the Digital Signature can be revoked and replaced.
- Revocation of Digital Signature. If a Digital Signature is revoked, whether voluntarily or not, you undertake to no longer use the medium that contained the revoked Digital Signature.
- NOTARIUS’ RESPONSIBILITIES AND OBLIGATIONS
- Certification Authority. To provide the Services, Notarius acts as certification authority or service provider. As such, Notarius is responsible for issuing Digital Signatures and making the necessary verifications before issuing them.
- Identity Verification. To issue a Digital Signature, Notarius must verify the identity of the Client 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 Client and/or End User to this effect. You authorize Notarius to use this personal information to provide the Services.
- Service Availability. Notarius shall use all commercially viable efforts to make the Services available at all times, except: (i) planned downtime; (ii) downtime related to critical or urgent problems; and (iii) any unavailability caused by circumstances outside of Notarius’ reasonable control, including any force majeure.
- Specific provisions for CertifiO for Professionals
- Price Modifications by a Professional Association: Professional Associations that bill their respective members for services related to the CertifiO for Professionals product reserve the right to modify at any moment their own prices. Such modified prices will apply immediately and must be communicated by the Professional Association through a written notice to their members to this effect. If the Client refuses this increase, it may revoke its CertifiO for Professionals Digital Signature through “My Account”.
Specific Conditions for Use of Products Offered by Solutions Notarius – ConsignO Cloud®
(hereinafter referred to as the “Special Conditions”)
Between SOLUTIONS NOTARIUS INC. 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, the right to use ConsignO Cloud according to the terms 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.
- GENERAL PROVISIONS
- You, the participant in a Signature Project, assume full responsibility for the information, data, text, 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, text, messages and other content.
- Conversion of PDF documents. 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.
- Links to other sites. The ConsignO Cloud website 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 is not responsible for the practices employed by websites or companies offering Third-Party Services, nor for the information that such websites may contain. It is therefore your responsibility to exercise good judgment, 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.
- Third-party licences. ConsignO Cloud includes software libraries subject to free software licences such as Mozilla Public Licence (MPL) v3.0, Lesser General Public Licence (LGPL) v3.0, Apache Licence v2.0 and the MIT Licence. These components are used to support ConsignO Cloud. 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’ licensors contained in ConsignO Cloud.
- Phone use. The option of sending a one-time use password (OTP) via a phone (call or SMS) to authenticate Participants 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 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.
You agree, as a notified Participant, that additional charges may also be applied to you by your telephone operator.
- “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.
- “Project Initiator Authentication Delegation Function”: Optional paid features of the Enterprise plan, whose purpose is to delegate to the Buyer the authentication of Instrumenting Parties when accessing ConsignO Cloud.
- “Signers Authentication Delegation Function“: An optional paid feature of the Enterprise plan, whose purpose is for the Buyer to use its IdP for the Authentication of Signers managed under its domain. A digital certificate dedicated to the Buyer’s name (organization) or a platform under its control must be set up to ensure that ConsignO Cloud uses it when a Signer is authenticated by the Buyer’s IdP.
- “Authentication of Signers”: All Signers to 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, a separate digital certificate would be used by ConsignO Cloud to sign the document.
- “Deletion of Signature Projects”: The Deletion of Signature Projects can be initiated by an Instrumenting Party or by the expiration of the particular archiving period defined for the account. When deleted, a Signature Project changes to a deleted status on the ConsignO Cloud platform, making it inaccessible to the Instrumenting Party. It will then be permanently deleted from the ConsignO Cloud platform.
- “Document Encryption”: All documents uploaded to the ConsignO Cloud platform are encrypted. They are only accessible to Participants in a Signature Project to which they are linked.
- “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 Package”: Upon expiry of the free trial, individual package or any other package not related to your organization, your account will be migrated to the Free Package. This free package allows you to continue to access ConsignO Cloud after the account migration. Specifically, the Free Package 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 is 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 Signatory”: 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 purchased Lot.
- “Participants in a Signature Project”: A person who is invited, depending on his or her role, to sign and/or complete a text field and/or approve a Signature Project, among other things. The Participant authenticates himself/herself to ConsignO Cloud according to the method previously defined by the Instrumenting Party before completing the requested action.
- “Reasonable Use”: ConsignO Cloud is limited to reasonable and non-abusive use. For packages that do not offer an unlimited number of Projects, accounting for the authorized volume of Signature Projects is based on normal usage corresponding, for each Signature Project, to a maximum of 5 documents per Project and/or a maximum of 10 Signatures per Project. If more than 20% of the Signature Projects launched exceed one of these two limits, additional charges may apply. 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 500 Projects, excluding Projects based on Lot. For example, for a subscription to Business Package 5, 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 could be applied. Notarius will notify you at least thirty (30) days before the potential exceeding of this limit.
- “Signature Project”: A Signature Project is a set of one or more documents requiring the signature of one or more Signers to be managed in the same workflow initiated by an Instrumenting Party or by an automated system having access to ConsignO Cloud.
- “Signer”: A natural person who is invited, by notification of the Instrumenting Party, to affix his/her 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 party to the relevant Signature Project.
- “Your Content”: Refers to all text, files, images, graphics, illustrations, information, data (including Information/Personal Information as defined in the Terms and Use) and other content and materials, in any format, provided by You or the Participants in a Signature Project that is in, or runs on or through ConsignO Cloud.
- RESPONSIBILITIES AND OBLIGATIONS OF THE BUYER
- 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 its payment, 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 (1 licence per Instrumenting Party only).
- Ensure that Instrumenting Party’s accesses are removed from ConsignO Cloud not later than the same day that Instrumenting Party use is suspended or terminated. The Instrumenting Party must be removed before the suspension or termination of employment becomes effective.
- Be responsible for the training of 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.
- Do not publish information about the performance or features of ConsignO Cloud or use ConsignO Cloud for any other purpose not expressly provided for in these Special Terms and Conditions or in the General Terms and Conditions.
- It is 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 that if the Signers 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.
- RESPONSIBILITIES AND OBLIGATIONS OF THE INSTRUMENTING PARTY
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.
- You 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.
- 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, his email address and the authentication factor, such as a telephone number used for its 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 Draft Signature.
- Is responsible for uploading signed documents once your signature project is completed. Completed Signature Projects are not accessible indefinitely on ConsignO Cloud; they will be deleted once the archiving period has expired (see 2.12).
- Is 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.
- RESPONSIBILITIES AND OBLIGATIONS OF THE SIGNER
ConsignO Cloud allows you, among other things, to sign electronic documents included in a Signature Project in which you are one of the Signers.
By participating in the signing process for such Projects and affixing your Electronic Signature, you:
- 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 and/or phone number 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.
- 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 them.
- You have completed these prior verification and undertake your contractual liability for the documents signed.
- 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 certification policy, available on its website, and its amendments.
- RESPONSIBILITIES AND OBLIGATIONS OF NOTARIUS
- Parties. Notarius is not a party to any of the legal acts exchanged between the Client and another party in connection with the Products, Notarius acting only as an intermediary providing a technological platform.
Entry into force : 2020-07-28
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/legal-info/.
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.
- USE OF THE VERIFIED.ME SERVICE
- 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).
- PERMITTED BUSINESSES
- 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:
- operating legally in Canada; and
- 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
- operating within at least one of the Permitted Business Categories listed below.
- 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;
- Registered pension plans;
- Educational institutions such as elementary and secondary schools, and school boards, colleges, universities and professional schools;
- Professional associations;
- Charities registered by the Canada Revenue Agency;
- Legal, notarial and accounting services;
- Employer services such as payroll processing, benefits administration, recruitment services, background checks;
- Hospitals and health networks;
- Pharmacies and diagnostic labs;
- Residential landlords and apartment rental services;
- Automobile dealers and leasing companies;
- Utilities (electricity, gas, water);
- Communications services such as home phone, mobile phone, television and video streaming, Internet;
- Online video game operators;
- Digital goods retailers;
- Consumer electronics retailers;
- Event ticket services;
- Courier and delivery services;
- Travel agencies and booking services;
- Airlines, rail, bus and car rental services;
- Taxi, limousine, car-sharing and ride sharing services;
- Hotels and vacation rental services;
- Customer loyalty & rewards programs; and
- Classified advertising sites.
- PROHIBITED BUSINESS CATEGORIES
- 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, or that have Affiliates that are, engaged in illegal business activities;
- 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 have issued or have the ability to issue bearer shares; or
- entities that are providing, or have Affiliates that are providing, goods or services within the following categories:
- Arms dealers and Manufacturers;
- Relationship, escort and dating services;
- Dealers in Precious Metals/Stones/Gems;
- Adult entertainment;
- Drug paraphernalia;
- Marijuana (including licensed producers thereof);
- Debt resolution & related payment processors;
- Casinos and gambling establishments, including online gambling (excluding government-run gambling);
- Payday lenders;
- Auto title lenders;
- Money Services Businesses;
- Virtual currency dealers.
- ADDITIONAL UNDERTAKINGS
- 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
- “Service” means the digital identity service offered by SecureKey known as Verified.Me.
- 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 End User’s approval of the release of such End User Information to Notarius;
- is provided on an ‘as is’ and ‘where is’ basis;
- 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
- may be incorrect, outdated or otherwise invalid due to events beyond SecureKey’s and/or the applicable IDP’s control and the IDP has no duty or obligation to update or verify the End User Information.
- 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.
- Survival. The provisions of Sections 4.3 (Acknowledgements), 4.4 (Limitations of Liability), 4.5 (Indemnity) and 4.6 (Third Party Rights and Obligations) will survive the termination or expiration of this Agreement for any reason.
Entry into force: 2020-01-30
End User Licence Agreement – ConsignO®
(hereinafter the “ConsignO EULA”)
Between SOLUTIONS NOTARIUS INC., having its head office at 465 McGill Street, Suite 300, Montreal, Quebec, Canada, H2Y 2H1 (“Notarius”) AND you (hereinafter “you” or the “Client”).
- GENERAL PROVISIONS
- The ConsignO Service is included with (i) CertifiO for Professionals Service; (ii) CertifiO for Employees; and (iii) CertifiO for Departments, all available from Notarius. Special Conditions of use apply to the CertifiO Service.
- The Services of ConsignO product line allows individuals and organizations to (i) sign documents with their Digital Signature; (ii) convert PDF documents to PDF/A format, which is based on ISO 19005 and ISO 32000 standards established for long-term preservation of PDF files; and (iii) verify the origin, integrity and authenticity of signed documents as well as signatories’ identities.
- Notarius grants you a non-exclusive, non-transferable right to use the ConsignO software, solely in executable format, for your own internal business purposes in Canada during the Subscription.
- ConsignO may be installed on more than one computer, terminal or other device for your personal use.
- This ConsignO EULA is granted to you as part of your use of Notarius’ Services, including without limitation CertifiO Service, which allows the use of a Digital Signature.
- CLIENT’S RESPONSIBILITIES AND OBLIGATIONS
- 3.1. Third-Party Licences. ConsignO includes software libraries governed by open software licences, such as Mozilla Public Licence v1.1, Eclipse Public Licence v2.0 and Lesser General Public Licence v3.0. These components are used to support ConsignO and have not been converted or transformed to add or modify features. ConsignO also uses the ImageMagik software. You may only use ConsignO in compliance with ImageMagick’s licence, which you can access at the following address: http://www.imagemagick.org/script/license.php.
- NOTARIUS’ RESPONSIBILITIES AND OBLIGATIONS
- 4.1. Support and Updates. During the Subscription, this ConsignO EULA entitles you to updates or improvements applicable to ConsignO as well as technical support.
End User Licence Agreement – VerifiO®
(hereinafter the “VerifiO EULA”)
Between SOLUTIONS NOTARIUS INC., having its head office at 465 McGill Street, Suite 300, Montreal, Quebec, Canada, H2Y 2H1 (“Notarius”) AND you (hereinafter “you” or the “Client”).
- GENERAL PROVISIONS
- The VerifiO Service enables users, depending on the subscribed version, to validate (i) the longevity of a document by validating PDF/A and long-term validation readiness (PAdES) compliance; and (ii) the origin, integrity and authenticity of signed documents as well as the signatories’ identities.
- Notarius grants you a non-transferable, non-exclusive right to use the VerifiO software, solely in executable format, for your own internal business purposes in Canada during the Subscription.
- VerifiO may be installed on more than one computer, terminal or other device for your personal use.
- This VerifiO EULA is granted to you as part of your use of Notarius’ Services and, as the case may be, CertifiO Service, which allows the use of a Digital Signature.
- CLIENT’S RESPONSIBILITIES AND OBLIGATIONS
- Third-Party Licences. VerifiO includes software libraries governed by open software licences, such as Mozilla Public Licence v1.1, Eclipse Public Licence v2.0 and Lesser General Public Licence v3.0. These components are used to support VerifiO and have not been converted or transformed to add or modify features. Since VerifiO also uses the ImageMagik software, you may only use VerifiO in compliance with ImageMagick’s licence, which you can access at the following address: http://www.imagemagick.org/script/license.php.
- NOTARIUS’ RESPONSIBILITIES AND OBLIGATIONS
- Support and Updates. During the Subscription, this VerifiO EULA entitles you to updates or improvements applicable to VerifiO as well as technical support.
SERVICE LEVEL AGREEMENTS FOR PRODUCTS OFFERED BY SOLUTIONS NOTARIUS®
Between SOLUTIONS NOTARIUS INC. 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“).
- GENERAL PROVISIONS
- The General Conditions and the Specific Conditions shall be deemed to form an integral part hereof.
- Notarius reserves the right to update or change these SLAs from time to time. The current SLAs are published and kept up to date on Notarius’ website at the following address: https://notarius.com/en/legal-info. We encourage you to consult them regularly. If 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.
- « Service Credit » : means that, for each hour that Notarius’ 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;
- « Force Majeure » : an external, unforeseeable, unavoidable and uncontrollable event that makes it impossible to fulfil an obligation;
- « Incident »: situation that can be, or could lead to, a disruption, loss, emergency or crisis.
- « Level of Service » : the percentage performance measure(s) set out in this SLA that Notarius agrees to comply with in the provision of its Services and for the purpose of determining Service Credits. The Service Level is calculated for the coverage period below, and excludes Force Majeure situations:
- During peak hours (working days 7am to 10pm E.T.): Uptime of 99.5 % excluding planned maintenance.
- During non-peak hours: Uptime of 99% excluding planned maintenance
- Recovery Time Objective (RTO) and Maximum data loss/Recovery Point Objective (RPO) depend on incident severity:
- Server or Telecom failure: RTO < 1 hr; RPO < 15 mins
- Infrastructure failure or Enrollment Platform: RTO < 24 hrs; RPO < 24 hrs
- Major’s disaster: RTO < 72 hrs; RPO < 24 hrs
- « 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;
- « Recovery time objective (RTO) » : period of time 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;
- « Downtime » : means, for all our Services, a period of time when you are unable to (i) use the Service to sign documents; (ii) verify, or allow a third party to verify the integrity and authentication of a document signed by you or another signatory. This period begins when you notify Notarius of the issue and ends when Notarius provides you with a solution that allows you to use the Service in question normally;
- « Maximum data loss » : also known as Recovery Point Objective (RPO) is the point to which information used by an activity is restored to enable the activity to operate on resumption;
- « Claim » : means any written request for Service Credit you make to Notarius following a Period of Unavailability in the event of non-compliance with these SLAs.
- This SLA specifies the sole remedy to which you are entitled if Notarius does not comply with this SLA.
- In order for Notarius to take your Claim in consideration, you must submit it to Notarius customer support at the following address: email@example.com, within fifteen (15) calendar days of the occurrence of the Unavailability Period; your failure to comply with this condition will result in a waiver of your right to take advantage of the Service Credit.
- You must include the following information with your Claim: (i) a detailed description of the Service 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 Users and information about the affected Product(s) (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.
- Notarius commits to process your Claim within thirty (30) days of its receipt.
- Restrictions application to this SLA
- Excluded Downtime. This SLA shall not apply to operational or unavailability problems which:
- are caused by factors outside of Notarius’ reasonable control, including without limitation force majeure or a failure of a network or device that is not under Notarius’ direct control;
- result from the use of 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;
- are due to a misuse of a Service, if such Service was not used as indicated or recommended;
- occur during or as part of trial versions of a Service or Service component or feature;
- are due to unauthorized actions or inactions, if applicable, from the Client or User or from its employees, agents, representatives, suppliers or any other person that may access the network or equipment of the Client or User, or in any other way that results in non-compliance with adequate security practices;
- are due to the fact that the Client did not comply with all required configuration needs or use of unsupported platforms or result from the use of the Services in a manner inconsistent with the functions and features of said Services;
- result from attempts to perform operations that exceed the limits included in the plan to which the Client subscribed; or
- are the result of reasonable planned maintenance, maintenance associated to critical problems or any other elements outside of Notarius’ reasonable control.
- Prohibited Offset. You are not authorized to unilaterally offset the User Fees and/or the Subscription Fees in case of operational or downtime problems.
- Maximum Service Credit. The maximum total number of Service Credits that may be granted to you is the sole responsibility of Notarius in accordance with this SLA. The Period of unavailability in a calendar month may not exceed one month of credits. Service Credits may not be exchanged for or converted to monetary amounts.
Entry into force : 2019-10-29