This eNotary On Call Master Subscription Agreement (“MSA”) is effective as of the effective date of an onboarding by and between eNotary On Call Inc., a Florida corporation with a place of business at 9700 Stirling Road, Suite 110, Hollywood, FL 33024 (“eNotary On Call”), and the customer set forth on the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form control.

Section 1. Services.

“Services” means the product(s) and service(s) that are ordered by Customer from eNotary On Call online, whether on a trial or paid basis, and to which eNotary On Call thereby provides access to Customer. Services are Subject to the terms and conditions of this MSA, eNotary On Call will make the Services available during the Term signed up by the customer.

Section 2. Fees and Payment.

2.1. Fees. Customer will pay the fees specified for the service. eNotary On Call will issue to Customer an invoice for subscription fee due upon Effective Date. Each Notarization fee will be paid on it’s completion for access to notarized document.

2.2. Payment; Taxes. eNotary On Call will invoice Customer for Fees, either within the Services or directly, within thirty (30) days of the Effective Date. Customer will pay all invoiced Fees net forty-five (45) days from the date of the invoice. Any late payments, Fees do not include local, state, or federal taxes or duties of any kind associated with your use of the Services and any such taxes will be assumed and paid by Customer, except for taxes owed by eNotary On Call based on eNotary On Call’s income or receipts. Customer is responsible for providing complete and accurate accounts payable contact information to eNotary On Call in writing, and notifying eNotary On Call of any subsequent changes in contact information, including name, email, and phone number.

Section 3. Term and Termination.

3.1. Term. This MSA commences on the Effective Date and will remain in effect through the period specified in the Order From (the “Initial Term”). At the expiration of the Initial Term, this MSA and the Order Form shall automatically renew for [insert automatic renewal term length] (the “Renewal Term” and together with the Initial Term, the “Term”) unless otherwise terminated in accordance with this Section.

3.2. Termination for Cause. In addition to any other express termination right set forth elsewhere in this MSA:

1. This MSA may be terminated by the non-breaching Party in whole or with respect to a specific Order Form(s), effective on written notice to the other Party, if: (A) Customer fails to pay any undisputed amount when due hereunder, and such failure continues more than thirty (30) days after eNotary On Call’s delivery of written notice thereof; or (B) Customer or eNotary On Call breaches their respective obligations under Section 4.4 (Prohibited Uses), or Section 5 (Confidentiality).
2. Either Party may terminate this MSA and any applicable Order Form(s), effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. In the event of a Change in Control (defined below) of Customer, eNotary On Call may terminate this MSA upon written notice to Customer and such termination shall be effective thirty (30) days after the date of such notice. “Change in Control” shall mean a change in the persons or entities who control fifty percent (50%) or more of the equity securities or voting interest of Customer as of the Effective Date.



3.3. Effect of Termination. Upon any termination of this MSA: (i) all rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate; (ii) Customer shall immediately cease using the Services; and (iii) Customer shall pay any outstanding undisputed balances for amounts due hereunder or in any applicable Order Form. Upon any termination for cause by eNotary On Call due to Customer’s breach, Customer shall forfeit any and all prepaid or pro rata Fees paid by Customer to eNotary On Call. Upon any termination for cause by Customer due to eNotary On Call’s breach, eNotary On Call shall refund Customer any prepaid Fees, at a pro-rated value, dating back to the notice of breach, covering the remainder of the Term of all subscriptions, and delivery of such payment will occur within thirty (30) days after the effective date of termination. Nothing in this MSA shall limit either Party's right to recover from the other Party: (x) any amounts for which the other Party is liable under this MSA; or (y) any payment under any indemnification provision of this MSA.

Section 4. License and Use of the Services.

4.1. License Grant. Subject to the terms and conditions set forth in this MSA, eNotary On Call hereby grants to Customer and to Authorized Users (defined below) a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services in accordance with this MSA during the Term for Customer’s own business operations and for Customer’s furnishing of services to Customer clients and Authorized Users, and for no other purpose.

4.2. Ownership; License Restrictions. eNotary On Call owns and retains all right, title, and interest in the Services and any and all related materials. This MSA does not transfer ownership rights of any kind in the Services or any related materials to Customer or any third party. Customer shall not, and Customer shall require Customer clients and Authorized users to not, copy, modify, reverse engineer, disclose, disseminate, publish, disassemble, manipulate, or decompile the Services, or create derivative works based on the Services. Customer shall not, and Customer shall require Customer clients and Authorized Users to not, remove copyright and trademark notices on the Services and shall take all necessary steps to protect eNotary On Call’s Intellectual Property Rights (defined below).

4.3. Authorized Users. Customer may designate and provide access to its employees, independent contractors, or other agents to an eNotary On Call account as authorized users (each an “Authorized User”). Each account may be used only by a single, individual Authorized User, and Customer may be charged for additional Authorized Users, or eNotary On Call may terminate this MSA for cause, if such requirement is circumvented. Customer is responsible for all use and misuse of the Services by Authorized User accounts and for adherence to this MSA by any Authorized Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to promptly notify eNotary On Call of any unauthorized access or use of which Customer becomes aware.

4.4. Prohibited Uses. Customer and Authorized Users may not: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than for its intended purposes; (b) use the Services other than in compliance with applicable federal, state, and local laws or in connection with any unlawful, illegal, fraudulent or harmful activity; (c) interfere with the Services or disrupt any other user’s access to the Services, or which, as determined by eNotary On Call, may harm or offend eNotary On Call or users of the Services, or expose them to any liability; (d) reverse engineer, attempt to gain unauthorized access to the Services, attempt to discover the underlying source code or structure of, otherwise copy or attempt to copy the Services, or interfere with, damage, disrupt any parts of the Services the server on which the Services are stored, or any server, computer, or database connected to the Services; (e) knowingly transfer to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful; (f) transfer to the Services or otherwise use on the Services any routine, device, code, or other undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications of the Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; (h) create derivative works based on the software, program code or user interfaces comprising the Services; (i) access or otherwise use the Services in order to build a competitive product or service; (j) transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation; (k) use any manual process to monitor or copy any of the material on the Services or for any unauthorized purpose without eNotary On Call’s consent; (l) introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful to the Services; (m) take any action that may damage or falsify eNotary On Call’s business rating; (n) allow access to anyone without capacity to enter into legally binding contracts or to anyone under the age eighteen (o) use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise; or (p) to impersonate or attempt to impersonate eNotary On Call, eNotary On Call’s employees, another user of the Services, or any other person or entity. eNotary On Call may, without limiting its other rights and remedies, (i) immediately suspend access to the Services from applicable parties if Customer is in violation of any of the preceding restrictions, and (ii) if the reason for suspension is capable of cure in eNotary On Call’s discretion, provide Customer with prompt written notice of the suspension identifying with sufficient detail the cause of such suspension with an opportunity for Customer to cure within ten (10) days.

4.5. Professional Services; Other Services. eNotary On Call offers services related to the Services including implementation, customization and other consulting and professional services related to Customer’s use of the Services such as offering additional support and turn-key services (the “Professional Services”). Such Professional Services will be specified in a separate Order Form. In addition, from time to time, certain additional functionality (not defined as part of the Services) may be offered by eNotary On Call to Customer, for an additional fee pursuant to terms specified by eNotary On Call and agreed to by Customer in connection with a separate purchase by Customer of such additional functionality. Customer’s use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this MSA.

Section 5. Confidentiality.

As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For the sake of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under this MSA, such obligations including, in the case of eNotary On Call, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding, at Disclosing Party’s expense. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party.

Upon request, the Receiving Party will promptly return all Confidential Information (or any designated portion thereof), including all copies thereof, to the Disclosing Party or, if so directed by the disclosing Party, destroy such Confidential Information; provided, however, each Party shall be permitted to retain one (1) or more copies of Confidential Information for archival and back-up purposes and shall all apply the confidentiality restrictions set forth in this MSA for as long as such information is retained. The Receiving Party will also, within thirty (30) days of written request by the disclosing Party, certify in writing that it has satisfied its obligations under this Section.

Section 6. Data and Communication.

6.1. Data Practices. Definitions. “Service Data” means a subset of Confidential Information comprised of electronic data, text, messages, communications, or other materials submitted to and stored within the Services by Customer in connection with use of the Services. Service Data may include, without limitation, any information relating to an identified or identifiable natural person (“data subject”) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, identification number, location data, online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person (such information, “Personal Data”). Service Data does not include metrics and information regarding Customer’s use of the Services, including information about how Authorized Users use the Services (such information, “Usage Data”).

6.2. Ownership. Customer will continue to retain its ownership rights to all Service Data processed under the terms of this MSA and eNotary On Call will own all Usage Data.

6.3. eNotary On Call’s Use of Data.

6.3.1. Operating the Services. eNotary On Call may receive, collect, store and/or process Service Data based on eNotary On Call’s legitimate interest in operating the Services. For example, eNotary On Call may collect Personal Data (such as name, phone number, or credit card information) through the account activation process. eNotary On Call may also use Service Data in an anonymized manner, such as conversion to numerical value, for the training of the machine learning models to support certain features and functionality within the Services.

6.3.2. Communications. eNotary On Call may communicate with Customer or Authorized Users (i) to send product information and promotional offers or (ii) about the Services generally. If Customer or an Authorized User does not want to receive such communications, Customer may email support@enotaryoncall.com to opt out. Customer and necessary Authorized Users will always receive transactional messages that are required for eNotary On Call to provide the Services (such as SMS, permissions, billing notices and product usage notifications).

6.3.3. Improving the Services. eNotary On Call may collect and may engage third-party analytics providers to collect Usage Data to develop new features, improve existing features, or inform sales and marketing strategies based on eNotary On Call’s legitimate interest in improving the Services. When eNotary On Call uses Usage Data, any Personal Data that was included in Service Data shall be anonymized and/or aggregated in such a manner that it no longer constitutes Service Data or Personal Data under applicable data protection laws. Any such third-party analytics providers will not share or otherwise disclose Usage Data, although eNotary On Call may make Usage Data publicly available from time to time.

6.3.4. Connecting to Third-Party Services. Customer may wish to connect third-party services to the Services (e.g., connecting eNotary On Call to Customer’s single-sign-on service to verify 2FA status of Customer’s employees). When Customer uses a third-party service to connect with eNotary On Call, logs into the Services through a third-party authentication service, or otherwise provides eNotary On Call with access to information from a third-party service, eNotary On Call may obtain other information, including Personal Data, from those third parties and combine that Service or Usage Data based on eNotary On Call’s legitimate interest in providing Customer with functionality that supports the Services. Any access that eNotary On Call may receive to such information from a third-party service is always in accordance with the features and functionality, particularly as to authorization, of that service. By authorizing eNotary On Call to connect with a third-party service, Customer authorizes eNotary On Call to access and store any information provided to eNotary On Call by that third-party service, and to use and disclose that information in accordance with this MSA.

6.3.5. Third-Party Service Providers. Customer agrees that eNotary On Call may provide Service Data and Personal Data to authorized third-party service providers, only to the extent necessary to provide, secure, or improve the Services. Any such third-party service providers will only be given access to Service Data and Personal Data as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in this MSA; and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth below.

6.4. Service Data Safeguards. eNotary On Call will not sell, rent, or lease Service Data to any third party, and will not share Service Data with third parties, except as permitted by this MSA and to provide, secure, and support the Services. eNotary On Call will maintain commercially reasonable (particularly for a company of eNotary On Call’s size and revenue) appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Service Data.

Section 7. Privacy Practices.

7.1. Privacy Policy. eNotary On Call operates the Services and, as applicable, handles Personal Data, pursuant to the privacy policy available at https://www.enotaryoncall.com/general/privacy-policy .

7.2. Customer as Controller. To the extent Service Data constitutes Personal Data, the Parties agree that Customer determines the purpose and means of processing such Personal Data, and eNotary On Call processes such information on behalf of Customer.

7.3. Hosting and Processing. Unless otherwise specifically agreed to by eNotary On Call, Service Data may be hosted by eNotary On Call, or its respective authorized third-party service providers, in the United States or other locations around the world. In providing the Services, eNotary On Call will engage entities to process Service Data, including and without limitation, any Personal Data within Service Data pursuant to this MSA, within the United States and in other countries and territories.

7.4. Sub-Processors. Customer acknowledges and agrees that eNotary On Call may use third-party data processors engaged by eNotary On Call who receive Service Data from eNotary On Call for processing on behalf of Customer and in accordance with Customer’s instructions (as communicated by eNotary On Call) and the terms of its written subcontract (the “Sub-Processors”). Such Sub-Processors may access Service Data to provide, secure, and improve the Services. eNotary On Call will be responsible for the acts and omissions of Sub-Processors to the same extent that eNotary On Call would be responsible if eNotary On Call was performing the services directly under the terms of this MSA.

Section 8. Intellectual Property Rights.

Each Party will retain all rights, title and interest in any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”), and eNotary On Call will exclusively retain such rights in the Services and all components of or used to provide the Services. Customer hereby provides eNotary On Call a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback eNotary On Call receives from Customer, Customer’s agents or representatives, Authorized Users, or other third parties acting on Customer’s behalf; and eNotary On Call also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such suggestions, enhancement requests, recommendations or other feedback.

Section 9. Representations, Warranties, and Disclaimers.

9.1. Authority. Each Party represents that it has validly entered into this MSA and has the legal power to do so.

9.2. Warranties. eNotary On Call hereby warrants to Customer that: (a) eNotary On Call is the owner of the Services or has the right to grant to Customer the licenses granted hereunder; and (b) it shall provide the Services in alignment with acceptable industry standards. Customer’s sole and exclusive remedy, and eNotary On Call’s sole and exclusive liability for breach of the foregoing warranty in subpart (b) of this Section 9.2 with respect to the Services shall be for eNotary On Call to correct the non-conformance in accordance with any service levels applicable to the Services or, where no service levels are applicable, to re-perform the portion of the provision of the Services that is the subject of the claimed breach and, in the event that a breach of warranty is irremediable, Customer shall have the right to terminate the MSA and receive a refund of any unused, pre-paid Fees. Customer’s sole and exclusive remedy, and eNotary On Call’s sole and exclusive liability for breach of the foregoing warranty in subpart (a) of this Section 9.2, is eNotary On Call’s obligation under Section 10.1.

9.3. Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS MSA, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, ORAL OR WRITTEN OF ANY KIND RELATED TO THE SERVICES TO THE FULLEST EXTENT PERMITTED BY LAW, AND ENOTARY ON CALL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (i) ANY WARRANTY THAT THE SERVICES ARE ERROR FREE, VIRUS FREE, WILL OPERATE WITHOUT INTERRUPTION, OR ARE COMPATIBLE WITH ANY EQUIPMENT OR SOFTWARE CONFIGURATIONS; (ii) ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE; (iii) ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (iv) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SERVICES; (v) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF ANY OUTPUTS OR RESULTS THAT MAY BE OBTAINED FROM THE SERVICES; (vi) ANY WARRANTIES FOR SERVICES RECEIVED THROUGH, ACCESSED THROUGH, OR ADVERTISED VIA THE SERVICES; (vii) ANY WARRANTIES THAT ERRORS IN THE SERVICES WILL BE CORRECTED; AND (viii) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR MANUFACTURER OF THE THIRD-PARTY MATERIALS CUSTOMER ACKNOWLEDGES THAT ENOTARY ON CALL DOES NOT WARRANT THAT INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM ENOTARY ON CALL OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MSA. THE PARTIES ADDITIONALLY AGREE THAT ENOTARY ON CALL WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE. SOME JURISDICTIONS DO NOT PERMIT US TO EXCLUDE WARRANTIES IN THESE WAYS, SO IT IS POSSIBLE THAT THESE EXCLUSIONS WILL NOT APPLY TO THIS MSA. IN SUCH EVENT THE EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

Section 10. Indemnification.

10.1. Indemnification by eNotary On Call. eNotary On Call will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of a Service as permitted by this MSA infringes or misappropriates a third party’s valid patent, copyright, trademark, trade secret, or other intellectual property rights (an “IP Claim”). eNotary On Call will, at its expense, defend such IP Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by eNotary On Call for such defense, provided that (a) Customer promptly notifies eNotary On Call of the threat or notice of such IP Claim; (b) eNotary On Call will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim (however, eNotary On Call will not settle or compromise any claim that results in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with eNotary On Call in connection therewith. If use of a Service by Customer has become, or, in eNotary On Call’s opinion, is likely to become, the subject of any such IP Claim, eNotary On Call may, at its option and expense, (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by eNotary On Call, terminate Customer’s subscription to the Services and repay, on a pro-rata basis, any Fees previously paid to eNotary On Call for the corresponding unused portion of the Term for such Services. eNotary On Call will have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by; (a) the direct or contributory infringement of any process patent by Customer through the use of the Service; (b) continued allegedly infringing activity by Customer after Customer has been notified of the possible infringement; (c) eNotary On Call’s compliance with designs, data, instructions, or specifications provided by Customer; (d) modification of the Services by anyone other than eNotary On Call or use of the Services in violation of (x) this MSA, (y) written instructions provided by eNotary On Call, or (z) the product features of the Service(s); or (e) the combination, operation or use of the Services with other hardware or software where the Services would not alone be infringing. The provisions of this Section state the sole, exclusive, and entire liability of eNotary On Call to Customer and constitute Customer’s sole remedy with respect to an IP Claim brought by reason of access to or use of the Services by Customer, Customer’s agents, or Authorized Users.

10.2. Indemnification by Customer. Customer will indemnify and hold harmless eNotary On Call and its subcontractors, and each of its and their respective officers, directors, employees, agents, successors, and assigns from and against any third party claims, actions, demands, losses, liability, expenses, costs (including, without limitation, reasonable attorneys’ feeds), or damages to the extent arising from or related to (a) use of a Service by Customer, Customer’s agents, or Authorized Users in breach of this MSA; or (b) the allegation that Customer’s Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark, trade secret, or other intellectual property rights; provided (i) eNotary On Call promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by eNotary On Call without prior written consent); and (iii) eNotary On Call fully cooperates in connection therewith.

SECTION 11. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS MSA, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF ENOTARY ON CALL), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS MSA OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, AND EXCLUDING THE PARTIES’ INDEMNIFICATION OBLIGATIONS HEREUNDER, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF THIS MSA OR THE SERVICES WILL IN NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER TO ENOTARY ON CALL FOR CONTRACTED SERVICES IN THE PRECEDING TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE CLAIM GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY IN THE EVENT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, CRIMINAL MISCONDUCT OR TO THE EXTENT PROHIBITED BY APPLICABLE LAW. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION AND THE PARTIES INDEMNIFICATION OBLIGATIONS IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF ENOTARY ON CALL WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. ENOTARY ON CALL HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS MSA.

Section 12. Force Majeure.

If performance of any obligation under this MSA, except for payment obligations, is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (a “Force Majeure” event), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term “Force Majeure” shall include, without limitation (a) acts of nature, fire, explosion, vandalism, storm, or other similar occurrence; (b) orders or acts of military or civil authority; (c) national emergencies, pandemics, epidemics, insurrections, riots, wars, strikes, lockouts, work stoppages, or other labor disputes; and (d) supplier(s)’ failures, shortages, breach, or delays. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates. For the sake of clarity, Customer's payment obligations for any services delayed or impacted by a Force Majeure event shall be temporarily suspended for the duration of such event, but shall not be excused entirely; upon cessation of the Force Majeure event, Customer's payment obligations shall resume as if no delay had occurred. If a Force Majeure event continues, uninterrupted, for 15 days, the Party whose performance is affected by such event may terminate this MSA upon written notice to the other Party.

Section 13. Miscellaneous.

13.1. Entire Agreement. This MSA, related Order Forms, eNotary On Call’s Privacy Policy and its General Terms constitute the entire agreement, and supersede all prior agreements, between eNotary On Call and Customer regarding the subject matter hereof. To the extent there is a direct conflict between this MSA and related Order Forms and eNotary On Call’s Privacy Policy or General Terms, the provision that is more protective to eNotary On Call prevails. Where possible, Privacy Policy provisions and General Terms should be interpreted to be in addition to the provisions contained in this MSA and related Order Forms and not instead of the terms contained herein.

13.2. Assignment. eNotary On Call may, without the consent of Customer, assign this MSA and related Order Forms to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such eNotary On Call’s assets provided that (a) Customer is provided prior notice of such assignment and (b) any such successor agrees to fulfill its obligations pursuant to this MSA. Subject to the foregoing restrictions, this MSA will be fully binding upon, inure to the benefit of and be enforceable by eNotary On Call’s respective successors and assigns.

13.3. Severability. If any provision in this MSA is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA will remain in effect.

13.4. Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

13.5. Notices. All notices provided by Customer to eNotary on Call under this MSA must be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) AND (b) by electronic mail to the following electronic mail address: support@enotaryoncall.com. eNotary On Call must give notice to Customer in writing by Courier, U.S. mail or email to Customer as provided for account purposes. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

13.6. Governing Law, Jurisdiction, Venue. This MSA will be governed by the laws of the State of Florida, without reference to conflict of laws principles. Any disputes under this MSA shall be resolved in a court of general jurisdiction in Broward County, FL. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or access to or use of the Services by Customer, its agents, or Authorized Users.

13.7. Export Compliance. The Services and other software or components of the Services that eNotary On Call may provide or make available to Customer are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. Customer agrees to comply with all such laws and regulations as they relate to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

13.8. Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of eNotary On Call’s employees or agents in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to eNotary On Call.

13.9. Publicity and Marketing. eNotary On Call may use Customer’s name, logo, and trademarks solely to identify Customer as a client of eNotary On Call on eNotary On Call’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines, if Customer provides same to eNotary On Call. eNotary On Call may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote the Services. eNotary On Call will never disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer as the source of the information or Authorized Users or others personally.

13.10. Amendments. eNotary On Call may amend this MSA from time to time, in which case the new MSA will supersede prior versions. eNotary On Call will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by eNotary On Call as consent to any such amendment.

13.11. No Waiver. eNotary On Call’s failure to enforce at any time any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.

IN WITNESS WHEREOF, the Parties hereto have caused this MSA be executed by their duly authorized representatives as of the Effective Date.




eNotary On Call Inc.

By: ______________________

Name: ___________________

Its: ______________________

Customer

By: ______________________

Name: ___________________

Its: ______________________