Revised August 28, 2026

These Software as a Service Terms (the “SaaS Terms”) govern access to and use of the ProNotary software-as-a-service Remote Online Notarization platform, electronic signature functionality, related hosted software, and associated subscription services (collectively, the “Services”) provided by Pro Notary LLC dba ProNotary, a Texas limited liability company (“ProNotary,” “we,” “our,” or “us”). These SaaS Terms do not govern managed signing services, which are subject to the MSS Terms.

These SaaS Terms form a binding agreement between ProNotary and the individual or entity that creates an account, purchases a subscription, clicks to accept, or otherwise uses the Services (“Licensee,” “you,” or “your”). If you accept these SaaS Terms on behalf of an organization, you represent that you have authority to bind that organization, and that organization is the Licensee. Each of ProNotary and Licensee is a “Party” and together the “Parties.”

These SaaS Terms apply to all software-as-a-service subscription plans and use cases, including individual notaries and business, law firm, title, Enterprise, and other organizational accounts. Commercial details specific to your subscription—such as plan name, whether the Plan is an Enterprise Plan or a Non-Enterprise Plan, fees, included users, included transactions, overage rates, billing interval, and any included onboarding or support—are those displayed at checkout, in the billing portal, or in a written order form (your “Plan”). If ProNotary and Licensee have executed a separate written master agreement or order form covering the Services, that signed writing controls over these SaaS Terms to the extent of any conflict.

Use of our public websites is subject to our Terms of Use. Use of ProNotary’s software-as-a-service platform and subscriptions is subject to these SaaS Terms. Use of ProNotary’s managed signing services is subject to our MSS Terms. Our collection and use of personal information is described in the Privacy Policy. In the event of a conflict regarding the Services, these SaaS Terms control over the Terms of Use.

By creating an account, completing checkout, clicking an acceptance button, or accessing or using the Services, you acknowledge that you have read, understand, and agree to be bound by these SaaS Terms. If you do not agree, you must not use the Services. The “Effective Date” is the date of that acceptance.

1. Defined Terms

Capitalized terms used in these SaaS Terms have the meanings set out below. Other capitalized terms are defined in the context in which they are used.

“Active Users” means unique authorized notary accounts that have completed initial compliance verification and have been marked active in the ProNotary platform.

“Ancillary Services” means services, software and/or technology needed to connect to, access or otherwise use the Services, including but not limited to digital certificates from IdenTrust or another credential provider designated by ProNotary.

“Applicable Notary Law” means the notarial and other applicable laws of each United States state, commonwealth or territory which has authorized its notaries to perform Notarizations, including traditional, electronic and remote online Notarizations, and in which ProNotary facilitates access to Notarizations performed by notaries duly commissioned in such a state, commonwealth or territory.

“Authorized Jurisdiction” means a jurisdiction in which ProNotary is approved as a vendor or otherwise authorized to facilitate remote online notarization services under Applicable Notary Law. A current list is maintained in the knowledgebase in the billing portal at https://billing.pronotary.com/index.php?rp=/knowledgebase.

“Authorized Notary” means a notary who has provided required Compliance Documentation and is permitted to perform notarial acts using the Services.

“Calendar Day” means any day of the calendar year, including weekends and holidays, beginning at 12:00 a.m. and ending at 11:59 p.m. local time.

“Compliance Documentation” means documentation demonstrating a Notary’s authority and eligibility to perform notarial acts in the applicable jurisdiction, which may include, as applicable: (a) a copy of the traditional notary commission certificate or license; (b) a remote online notary commission certificate or authorization; (c) evidence of errors and omissions insurance or professional liability coverage, if required by applicable law or requested by ProNotary; (d) a copy of any required surety bond; (e) proof of background screening or similar verification with expiration date, if applicable; and (f) any other documentation reasonably requested by ProNotary to verify compliance with applicable law or platform requirements.

“Confidential Information” means certain confidential and proprietary information communicated by either Party to the other (or its designees) in connection with these SaaS Terms, including without limitation documents, information, reports, financial or other data, records, forms, tools, products, services, methodologies, present and future research, knowhow, technology, techniques, and/or business plans involving or related to these SaaS Terms, all of which are confidential and proprietary to, and trade secrets of, the disclosing Party. Confidential Information also includes non-public pricing and other negotiated commercial terms.

“Document” means a document from Licensee to be signed, notarized or otherwise used in connection with a Transaction or other Services.

“Enterprise Plan” means a Plan identified as “Enterprise” (or an equivalent enterprise, corporate, or similar designation) at checkout, in the billing portal, in a written order form or addendum, or otherwise designated by ProNotary as an Enterprise subscription. A Plan remains an Enterprise Plan regardless of whether Fees are billed monthly or annually.

“Equipment” means computers, devices, hardware, software, operating systems, networking, and similar items used to access the Services, including, without limitation, computers, modems, monitors, servers, and web servers.

“Export Laws” means the export control laws and regulations of the United States (including, without limitation, the U.S. Export Administration Act and the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”) regulations) and other jurisdictions.

“Fees” means any billed item from ProNotary to Licensee originating from the use of the platform or work performed by ProNotary for or on behalf of the Licensee such as, but not limited to, transaction fees, professional services fees, software support fees, platform access fees, overage fees, and similar charges, as described in the applicable Plan.

“Intellectual Property” or “Intellectual Property Rights” means (i) Patent Rights; (ii) rights under trademark law; (iii) rights under copyright law; (iv) rights in trade secrets and other Confidential Information; and (v) other similar rights to exclude another from the use or enjoyment of an asset or process.

“License” means the right to use Software as further described in these SaaS Terms.

“Licensee” means the person or entity that accepts these SaaS Terms, together with its employees, officers, directors, agents, representatives, and any other individuals or entities acting on its behalf or at its direction.

“Licensee Systems” means Licensee’s internal IT infrastructure and systems used to access the Services.

“Maintenance” means the updating of the Software by ProNotary for additional functionality, product fixes, or general maintenance for compatibility with other software components.

“MSS Terms” means the ProNotary Managed Signing Services Terms.

“Non-Enterprise Plan” means any Plan that is not an Enterprise Plan, including individual notary, professional, and other self-serve subscriptions.

“Non-identifying User Data” means information that meets each of the following criteria: the information (i) does not identify a particular natural person; (ii) does not identify, by network Internet Protocol address, raw hardware serial number, or raw MAC address, a specific device or computer associated with or used by a person; (iii) does not identify the user; and (iv) is not reasonably linkable to a particular natural person due to technical, legal, or other controls.

“Notarization” means an authorized notarial act performed by an Authorized Notary according to Applicable Notary Law.

“Notarization Records” means records associated with Remote Online Notarization Transactions that ProNotary may retain under Applicable Notary Law, which may include: (a) audio-video recordings; (b) electronic notary journals; (c) identity proofing and credential analysis records; (d) tamper-evident audit logs; and (e) other records expressly required by Applicable Notary Law.

“Other User” means a Registered User who is not an Authorized Notary, Signatory, or Participant/Witness.

“Participant/Witness” means a participant in a Transaction in any capacity in which the participant is not a Signatory, including for example as a witness to the Signatory’s signature, as a credible witness to the identity of the Signatory, or as an attorney, title agent, REALTOR® or other person who is interested in the Transaction and who is participating in the Transaction with the authorization of and at the request of a Signatory, Licensee, or other party to the Transaction.

“Patent Rights” means rights under and to patents, patent applications, divisions, continuations, continuations-in-part, reissues, renewals, extensions, supplementary protection certificates, utility models, and the like of such patents and patent applications, and foreign counterparts and equivalents thereof.

“Personal Information” means information that meets the following two criteria: the information (i) is protected under applicable law governing the disclosure, transfer or use of information concerning natural persons, including without limitation the Gramm Leach Bliley Act and its implementing regulations; and (ii) identifies the natural person at issue, including (as determined by applicable law) through such person’s name combined with other information such as the person’s telephone number, postal address, biometric record, driver’s license number, social security number or account number.

“Plan” means the subscription, pricing, included volumes, user licenses, transaction limits, billing interval, Enterprise or Non-Enterprise designation, and related commercial terms presented at checkout, in the billing portal at https://billing.pronotary.com, or in a written order form or addendum, if any. The Plan is the Pricing and Support Schedule for purposes of these SaaS Terms.

“Privacy Policy” refers to https://www.pronotary.com/privacy.html.

“Registered User” means a customer of Licensee or an employee, contractor or agent acting on Licensee’s behalf, Authorized Notary, Signatory, Participant/Witness and Other User.

Active Users vs. Registered Users; Billing and Compliance Scope. For clarity, “Active Users” refers only to Authorized Notaries that have completed Compliance Documentation and have been activated within the ProNotary platform. “Registered Users” includes all users who may participate in a Transaction, including Authorized Notaries, Signatories, Participants/Witnesses, and other users. Unless expressly stated otherwise in the applicable Plan or these SaaS Terms, Service Capacity, licensing limits, compliance requirements (including insurance and Compliance Documentation), and any user-based Fees apply only to Active Users and not to Registered Users generally.

“Service Business Day” means any weekday (Monday through Friday), excluding U.S. federal holidays, during which ProNotary performs its regular business operations.

“Service Capacity” means the number of user licenses, transactions, implementation software support hours, technical support hours and additional Services described in the applicable Plan.

“Service Provider” means a service provider to ProNotary, or an entity whose products or services ProNotary resells.

“Security Incident” means unauthorized access to User Data, or a confirmed security event involving User Data that ProNotary is required to report under applicable law.

“Services” means all services offered or facilitated by ProNotary and provided to a Licensee pursuant to these SaaS Terms and the applicable Plan.

“Signatory(ies)” means a participant that has been designated by Licensee to sign a Document (defined above) as a principal signer in a Transaction (defined below).

“Software” means the ProNotary proprietary software applications and platform functionality made available to Licensee pursuant to these SaaS Terms as part of the Services.

“Software Support” means the technical software support that ProNotary provides for the Services according to its standard practices or the applicable Plan. Unless a Plan states otherwise, Software Support is provided during Standard Business Hours.

“Standard Business Hours” means 8:30 a.m. to 5:00 p.m. Central Time on a Service Business Day, unless a Plan states otherwise. “Central Time” means the time then observed in the U.S. Central Time zone (Central Standard Time or Central Daylight Time, as applicable).

“System” means the underlying software, business rules, methods, processes, know-how, and technology developed or acquired by ProNotary to operate and enable the Services, including the Software, but excluding User Data.

“Terms of Use” refers to https://www.pronotary.com/terms-of-use.html.

“Transaction” means a Document or set of Documents in electronic form that Licensee presents on the Software to be signed, notarized or otherwise used in connection with audio-video recording, knowledge-based authentication and/or credential analysis or other Services.

“User Data” includes all data and information provided by a customer or directly by a Registered User, but only as it relates to the information provided in conjunction with completion of a Transaction under the terms of these SaaS Terms. It includes, as received from each such person or entity, each Licensee’s, Signatory’s, Participant’s, Witness’s or Other User’s provision of content, including, but not limited to, Personal Information, Confidential Information, payment information, identity information, credentials, biometric information and documentation, notarial or other Transaction information, Documents, and information obtained and data recorded (including the recording made of the audio-video session between a Signatory, Participant, Witness or Other User and a Notary or Identity Verification Designation Agent, if applicable) during a Transaction.

2. Licenses; Grant of Rights; and Ownership

ProNotary under ProNotary’s Intellectual Property Rights and subject to the terms and conditions set forth in these SaaS Terms, hereby grants Licensee and only Licensee a revocable, limited, non-sublicensable, non-transferable, and non-exclusive license (“License”) to use the Software in the United States, to permit Licensee’s Authorized Notaries, Signatories, and Participants/Witnesses to access and use the Software, solely for the purposes allowed under these SaaS Terms. Nothing in these SaaS Terms will be construed to grant Licensee any proprietary, security, or other ownership interest in the Software, including the source code therein, and Licensee shall not have any right to receive, use, or examine any source code or design documentation relating to the Software. ProNotary reserves any rights not expressly granted to Licensee under these SaaS Terms. The Software is protected by United States copyright and other intellectual property laws and international treaty provisions. For clarity, the System (as defined herein) is not licensed to Licensee and remains the exclusive property of ProNotary and its licensors.

2.1 Limitations

Licensee shall be limited to cloud-based access to an instance of the Software that resides on servers controlled by ProNotary; (i) the access shall be via a browser approved in writing by ProNotary; and (ii) the Software shall in all respects be the current version generally made available by ProNotary to its customers, except as a Plan expressly provides otherwise.

2.2 Geographic and Jurisdictional Restrictions

Licensee shall ensure and warrant that all access to and use of the Software and Services for the purpose of performing Remote Online Notarization is conducted solely by Authorized Notaries who are physically located within the United States, within the jurisdiction of their respective notary commissions, and within a jurisdiction in which ProNotary is approved as a vendor or otherwise authorized to facilitate remote online notarization services under Applicable Notary Law (each, an “Authorized Jurisdiction”).

Licensee shall not permit any Authorized Notary or other user acting on behalf of Licensee to initiate, perform, or complete a Remote Online Notarization Transaction from outside the United States or from any jurisdiction that is not an Authorized Jurisdiction.

Signatories, Participants/Witnesses, and other non-notary Registered Users may participate in Transactions from locations outside the United States to the extent permitted by Applicable Notary Law and subject to the identity proofing, security, and transaction requirements of the Services.

Physical location shall be determined based on reasonably reliable technical and procedural controls, and use of tools intended to obscure or falsify location or actual knowledge of same shall constitute a violation of these SaaS Terms. ProNotary may suspend access to the Services immediately upon any violation of this Section.

ProNotary may update the list of Authorized Jurisdictions upon written notice to Licensee to reflect regulatory status changes. Written notice may be given by posting an updated list in the knowledgebase in the billing portal, or by email, billing-portal message, or in-product notice. Licensee’s continued use of the Services after such notice constitutes acceptance of the updated Authorized Jurisdictions. If a jurisdiction becomes not supported, Licensee shall promptly cease initiating Remote Online Notarization Transactions in that jurisdiction. A current list of Authorized Jurisdictions is maintained in the knowledgebase in the billing portal at https://billing.pronotary.com/index.php?rp=/knowledgebase and may change from time to time. Nothing in these SaaS Terms limits ProNotary’s right to implement reasonable safeguards intended to protect the security, integrity, and availability of the Services.

2.3 Monitoring

Licensee represents, covenants, and warrants that Licensee will use the Services only in compliance with these SaaS Terms, the Terms of Use found at https://www.pronotary.com/terms-of-use.html, the Privacy Policy, and all applicable laws and regulations. Although ProNotary has no obligation to monitor Licensee’s use of the Services, ProNotary may do so and may prohibit use of the Services it believes may be in violation of the foregoing. In the event of any conflict between the Terms of Use and these SaaS Terms, these SaaS Terms shall control.

2.4 Responsibilities

Licensee shall be responsible for obtaining and maintaining any Equipment and Ancillary Services needed to connect to, access or otherwise use the Services. Licensee shall also be responsible for maintaining the security of the Equipment and Licensee account, including maintaining all username(s) and password(s) associated with the Software in confidence and shall not disclose this information or make it accessible to unauthorized persons. Licensee is solely responsible and liable for all uses of Licensee’s account and the Equipment with or without Licensee’s knowledge or consent.

2.5 Unauthorized Use

Licensee is solely responsible and liable for any unauthorized use of the Software or action or inaction in breach of these SaaS Terms by any employee, agent or independent contractor employed by or contracting with Licensee. Except as may be expressly provided otherwise herein, ProNotary is not required to monitor or control the access to or use of the Software by any employee, agent or independent contractor of Licensee. Licensee shall not use, market, distribute, modify, copy, reproduce, reverse engineer, decompile, sell, dispose of, grant a security interest in, or otherwise transfer any or all of the Software, except as otherwise provided herein. Licensee shall not market or sell the use of the Software as an application service provider or service bureau or through any similar arrangement, except as a Plan expressly permits. Any transfer or attempted transfer of these Licenses in violation of the terms of these SaaS Terms will be void and will be a material breach of these SaaS Terms. Licensee shall not modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce to human readable form or for building or providing a competitive product or service any products or services provided by ProNotary without ProNotary’s prior written consent.

2.6 Grant of Rights to Notary Sessions

Licensee has the right to use, copy, reformat, index, modify, display, reproduce and distribute in any manner or medium now known or hereafter existing, the audio and video recording of an image, likeness and voice, along with notary’s connection information, device information and session information (collectively “Session”) to (1) store, maintain and provide access to the Session, and to display such information to government officials who have a right to see such information; and (2) other authorized persons or entities as provided by applicable law. Licensee grants ProNotary a non-exclusive license to host, store, process, and display Session information as necessary to provide the Services, comply with Applicable Notary Law, maintain required records, and enforce these SaaS Terms.

2.7 Authorized Notaries

Licensee represents and warrants that the notaries that it utilizes in connection with the Software are individuals duly commissioned (or registered if separate commission is not required) as notaries public by a United States state, commonwealth or territory to perform electronic notarizations utilizing audio-video communication technology. Licensee agrees and acknowledges that ProNotary has relied on the foregoing representation and warranty to allow the Licensee notary to access the Software. Licensee will provide to ProNotary all necessary current Compliance Documentation (and continue to update as necessary and as reasonably requested by ProNotary). Upon meeting the aforesaid requirements, a notary shall be considered an “Authorized Notary” for purposes of accessing the Software in accordance with these SaaS Terms. Licensee is responsible for the acts and omissions of all employees, contractors, or agents, including but not limited to, all Authorized Notaries. If Licensee is itself an individual notary, Licensee is the Authorized Notary and remains responsible for its own Compliance Documentation.

2.8 Suspend Access

ProNotary may, directly or indirectly, suspend or terminate Licensee’s access to and use of the Software or Services, or remove or disable any Registered User or content if: (i) ProNotary receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires ProNotary to do so; or (ii) ProNotary reasonably and in good faith believes, in its sole discretion, such use or access: (a) violates any terms of these SaaS Terms; (b) Licensee or a Registered User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) these SaaS Terms expire or are terminated. ProNotary will use commercially reasonable efforts to notify Licensee before any suspension or disablement of Licensee’s access to the Service or the Software, except when ProNotary reasonably believes, in its sole discretion, that: (i) applicable law or legal process (such as court or government administrative agency processes) prohibits ProNotary from doing so; or (ii) delaying notice is necessary to prevent imminent harm to the Services, ProNotary, or a third party. In such circumstances, ProNotary will provide three (3) business days written notice if and when the restrictions no longer apply. For clarity, any suspension of access described herein may result in or precede termination of these SaaS Terms, in accordance with Section 8 “Term and Termination.” In the event of a suspension or termination of Licensee’s access to and use of the Software or Services pursuant to the terms of this Section 2.8, Licensee hereby waives any claims to damages, whether direct or indirect, based on loss of use, lost profits, or consequential damages.

2.9 Analytics

Notwithstanding anything to the contrary herein, ProNotary shall have the right to collect and analyze “Non-identifying User Data” (defined above) and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies; provided, however that any such use shall comply with the Privacy Policy for all purposes reasonably necessary and appropriate to (i) use such information and data to perform and enhance the Services, (ii) if applicable to the Services, to verify identities of Signatories, Participants, Witnesses, and other Users by using third-party identity database service providers, (iii) to maintain records, (iv) to provide Licensee with Software Support, and (v) disclose such data solely in aggregate or other non-identifying form in connection with its business. Licensee represents and warrants that it has sufficient authority and right to provide the grant of rights set forth in this Section and that such grant of rights in no way breaches any agreements between Licensee and any of its users or customers. ProNotary Analytics shall not be subject to any data destruction requirements under the terms of these SaaS Terms.

2.10 Relationship with Licensee’s Signatories and Participants/Witnesses and Other Users; Terms

As a condition to providing the Services, ProNotary may, at its option, require Authorized Notaries, Signatories and any Participants/Witnesses and Other Users to agree to its then-current Terms of Use found at https://www.pronotary.com/terms-of-use.html and Privacy Policy found at https://www.pronotary.com/privacy.html. Licensee has reviewed the Licensee Signatory, Participant/Witness and Other Terms of Use and the Privacy Policy and agrees and acknowledges that they are enforceable and waives any defenses challenging the enforceability of the Licensee Signatory, Participant/Witness and Other Terms of Use found at https://www.pronotary.com/terms-of-use.html or the Privacy Policy found at https://www.pronotary.com/privacy.html.

2.11 Volunteered Feedback

The term “Feedback” means suggestions, ideas, feature requests, and recommendations by ProNotary customers, including Licensee, relating to the Software or other elements of ProNotary’s business. The term “Volunteered Feedback” means Feedback that embodies Intellectual Property Rights (defined above) owned or controlled by a visitor or Registered User. In the delivery of Volunteered Feedback to ProNotary, (i) Licensee transfers to ProNotary its rights in Volunteered Feedback (including Intellectual Property Rights) and (ii) ProNotary grants back to Licensee a non-exclusive, perpetual, irrevocable, paid-up license to copy, distribute, and otherwise exploit such Volunteered Feedback.

2.12 Compliance with Laws

Licensee shall comply with all applicable local, state, national and foreign laws in connection with its use of the Software, including those laws related to data privacy, notary law, international laws and the transmission of technical or personal data. Licensee acknowledges that ProNotary exercises no control over the content of the information transmitted by Licensee or users through the Software. Licensee shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

2.12.1 Export Control Laws

Licensee represents and warrants that Licensee will not access, download, use, export, or re-export, directly or indirectly, the ProNotary Data to any entity, government, location, territory, or person prohibited by Export Laws from receiving ProNotary Data (including, without limitation, to any end user in a U.S. embargoed country or territory or an end user included in OFAC’s list of Specially Designated Nationals or the U.S. Commerce Department’s Entity List or Denied Persons List) without first complying with all Export Laws that may be imposed by the United States or any other country or organization of nations within whose jurisdiction you operate. Licensee is solely responsible for complying and shall comply with the Export Laws for all of Licensee’s User Data and any other Licensee content transmitted through the Software.

2.13 Identity Verification Methods

Identity verification methods included in the Services are those stated in the applicable Plan. Knowledge-based authentication (KBA), credential analysis, biometric verification, and similar identity proofing technologies are included only if the Plan or a written amendment expressly provides for them, and may be subject to additional Fees, regulatory availability, and Applicable Notary Law. References to those methods in the definition of Transaction describe available platform functionality and do not, by themselves, include them in Licensee’s Plan. Nothing in these SaaS Terms requires ProNotary to offer any particular identity verification method in every jurisdiction.

3. Software Support and Maintenance

ProNotary shall provide access to its Software and related support services to Licensee in accordance with the service levels, response times, availability, escalation procedures, and pricing set forth in the applicable Plan. Unless a Plan states otherwise, standard Software Support is available during Standard Business Hours through ProNotary’s support channels, including the billing and support portal at https://billing.pronotary.com. Support requests submitted outside Standard Business Hours will be handled beginning at the opening of the next Standard Business Hours.

Licensee shall initiate support requests through the billing and support portal at https://billing.pronotary.com, or through another channel ProNotary expressly designates. Licensee acknowledges that ProNotary will only respond to support requests submitted through designated channels, and any failure to provide support for requests submitted outside those channels shall not constitute a breach or failure to provide adequate support under these SaaS Terms.

Using commercially reasonable efforts, ProNotary will make the Software available without material interruption for purposes of processing Transactions, subject to reasonable downtime for Maintenance and error corrections. Material errors reported by Licensee will be addressed during Standard Business Hours using commercially reasonable response and resolution times, unless a Plan provides a different support commitment.

Any performance metrics, service levels, or targets set forth in these SaaS Terms or a Plan are provided solely as objectives or goals that ProNotary will use commercially reasonable efforts to attempt to achieve. Such targets are not warranties, guarantees, or promises of any specific results, and Licensee may not rely on them as a representation of future performance. Service level performance targets shall not give rise to penalties or termination unless such failure is material, repeated, and unremedied for a period of thirty (30) Calendar Days following written notice. Service standard breaches shall not entitle Licensee to any credits, refunds, or offset unless expressly agreed in the Plan or a separate written service credit addendum.

These service standards do not apply to service interruptions or issues resulting from: (i) factors outside ProNotary’s reasonable control (including force majeure events); (ii) third-party systems or integrations not managed by ProNotary; (iii) scheduled Maintenance (with commercially reasonable advance notice, and at least twenty-four (24) hours’ notice when reasonably practicable); or (iv) Licensee’s own network, Equipment, or hardware issues.

Additional Software Support and training beyond the standard scope, including support resulting from misuse, user error, or Licensee-specific configurations, may be provided at ProNotary’s discretion and billed at the rates defined in the applicable Plan, or at ProNotary’s then-current rates if the Plan does not state a rate.

Any custom software development services shall require a separate written statement of work or agreement, shall be subject to mutually agreed scope, timelines, and fees, and shall be invoiced in advance unless otherwise stated in that writing.

ProNotary may perform Maintenance (as defined herein) and will use commercially reasonable efforts to provide advance notice of scheduled Maintenance that may materially impact availability. Scheduled Maintenance that may materially impact availability will be performed outside Standard Business Hours when reasonably practicable.

4. Licensee Fees and Payment

In consideration of the License to access and use the Software in accordance with these SaaS Terms and the applicable Plan, Licensee shall pay ProNotary the Fees set forth in the Plan. In the event of any conflict between the Fees and Payment provisions of these SaaS Terms and those in a written order form or addendum, the written order form or addendum shall control. If the Plan displayed at checkout or in the billing portal conflicts with this Section 4, the Plan controls as to price, included volumes, billing interval, Enterprise or Non-Enterprise designation, and similar commercial terms.

4.1 Excess Service Capacity

If Licensee’s use of the Services exceeds the Service Capacity or otherwise requires the payment of additional Fees (per the terms of these SaaS Terms), Licensee shall be billed for such usage and Licensee shall pay the additional Fees in the manner provided herein.

4.1.1 Fee Changes

Except as provided in the following paragraph for Enterprise Plans, upon thirty (30) days prior notice to Licensee (which may be sent by email or through the billing portal), ProNotary is entitled to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then current renewal term.

For an Enterprise Plan, beginning on the first anniversary of the commencement of the Initial Term, and on each anniversary thereafter during any Renewal Term, ProNotary may increase the recurring platform access fees upon at least thirty (30) days’ prior written notice to Licensee. Any increase for the same scope of Services and included usage levels shall be commercially reasonable, shall apply prospectively, and shall not affect fees already invoiced or paid. In the event of a change in scope, Services, or included usage levels (including as a result of Licensee exceeding any included usage allowances), ProNotary may adjust pricing accordingly upon renewal or amendment, and such adjustments are not limited to a same-scope commercially reasonable increase. Fee changes for a Non-Enterprise Plan are governed by the first paragraph of this Section 4.1.1.

4.1.2 Billing Disputes

If Licensee believes that ProNotary has billed Licensee incorrectly, Licensee must contact ProNotary no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit, if any is due. Inquiries must be directed to ProNotary’s customer support portal found at https://billing.pronotary.com. If Licensee fails to comply fully with the requirements of this Section 4.1.2, Licensee waives any right to adjustment or credit.

4.2 Licensee Taxes

All payments required by these SaaS Terms, or pursuant to any other agreement between the parties, are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes, and value added taxes), and Licensee agrees to bear and be responsible for all taxes associated with Services other than U.S. taxes based on ProNotary’s net income.

4.3 Good Funds; Billing Mechanics

ProNotary requires Licensee to maintain valid payment information on file, as applicable to the payment method designated by ProNotary. Licensee authorizes ProNotary to charge Licensee’s designated payment method on a recurring basis for all applicable Fees. All payments shall be made using a payment method approved by ProNotary, which may include credit card, debit card, wire transfer, ACH, or other electronic payment method designated by ProNotary in the applicable invoice, checkout flow, or payment instructions. Recurring Plan fees are typically billed in advance for each billing period. Overage and Transaction Fees may be billed in arrears. For an Enterprise Plan, monthly billing, if offered, is a payment convenience only and does not reduce or replace the twelve (12) month term described in Section 8. If Licensee fails to remit payment when due in accordance with this Section 4, ProNotary may suspend or terminate the Services as provided in Section 4.5.

4.4 Payment Terms

Unless otherwise specified in the Plan, all invoiced amounts are due within seven (7) Calendar Days from the invoice date. Timing is of the essence with respect to this Section 4.4.

4.5 Past Due Amounts

Past due amounts will bear a late payment charge, until paid, at the rate of one and one-half percent (1.5%) per month on the outstanding balance of principal and accumulated interest, or the maximum amount permitted by law, whichever is less, plus all expenses of collection, including without limitation attorneys fees and court costs. If any amounts due by Licensee under these SaaS Terms are overdue, after ten (10) days’ notice to Licensee, ProNotary is entitled to immediately suspend or terminate the Services with written notice to Licensee. Except as otherwise expressly set forth in these SaaS Terms, a Plan, or as required by law, all payments are non-refundable.

4.6 Fee Not Billable to Consumer

Licensee shall not bill for the Services as a standalone line item to the consumer or Registered User. The License Fee and Transaction Fee is for technology and ProNotary shall not appear as a payee on any disclosure or other documentation for Licensee except where required by law. Licensee shall make payments due under these SaaS Terms to ProNotary directly. Licensee acknowledges that ProNotary will only accept payment directly from Licensee and not from any of its consumers or Registered Users, except where ProNotary expressly offers a consumer-facing payment flow as part of a Plan.

4.7 No Effect on Licensee’s Prior Obligations

Expiration, termination, or suspension of these SaaS Terms shall not affect any obligation which accrued before such expiration, termination, or suspension, and Licensee shall promptly remit to ProNotary all unpaid Fees according to the terms of these SaaS Terms. If Licensee on an Enterprise Plan cancels, downgrades, or otherwise attempts to end the subscription before the end of the then-current Initial Term or Renewal Term, Licensee remains responsible for all Fees that would have become due through the end of that term, which may be accelerated and invoiced or charged immediately, except as required by law or as the Plan expressly provides.

5. Data Retention and Disposition

5.1 User Data Backups and Retention

Subject to applicable law, ProNotary shall retain User Data only to the extent required to provide the Services and to comply with Applicable Notary Law. Notarization Records are retained in accordance with the notary laws and recordkeeping requirements of the applicable commissioning jurisdiction. Those requirements vary by state, commonwealth, or territory and may also be affected by other legal, regulatory, or lawful preservation obligations.

Licensee shall maintain any independent backups required for its own compliance with applicable laws, agreements, or standard operational practices. Licensee acknowledges that, except as required by Applicable Notary Law, ProNotary has no obligation or duty to retain Documents uploaded to or signed using the Services beyond its standard operational practices and shall not be liable for any loss of such Documents retained outside of those practices.

5.2 Remote Online Notarization Records

To the extent required by Applicable Notary Law, ProNotary may retain and maintain Notarization Records. In the event of any conflict, Applicable Notary Law shall control.

Except as required by Applicable Notary Law or expressly agreed in writing by the Parties, ProNotary may, but is not obligated to, retain copies of Documents uploaded to or signed using the Services after completion of a Transaction. ProNotary’s statutory retention and custodial obligations apply solely to Notarization Records and do not extend to Documents.

Any retention of Documents by ProNotary is provided solely as a convenience to Licensee and shall not create a custodial or fiduciary obligation or other duty with respect to such Documents unless otherwise required by law or expressly agreed to by the parties in writing.

5.3 Security of Data

ProNotary shall use commercially reasonable efforts to safeguard the security of User Data and shall implement administrative, technical, and physical safeguards with respect to the User Data consistent with accepted industry standards. Access to User Data shall be limited to authorized personnel and systems necessary to provide the Services or to comply with applicable law. Licensee acknowledges that data transmission over the internet is not completely secure.

5.4 Security Incident Notice

ProNotary shall notify Licensee without undue delay, and in any event within forty-eight (48) hours after confirming a Security Incident, and shall reasonably cooperate in reasonable remediation efforts as required by applicable law.

5.5 Data Ownership; Statutory Custodianship

As between the Parties, Licensee retains all right, title, and interest in and to User Data. Licensee represents and warrants that it has all rights necessary to provide User Data to ProNotary for processing in accordance with these SaaS Terms and that doing so in no way breaches any agreements between Licensee and any of its users or customers.

Notwithstanding the foregoing, Licensee acknowledges that for Remote Online Notarization Transactions, ProNotary may be required under Applicable Notary Law to act as the statutory custodian of certain notarization records, including notary journals and audio-video recordings (“Notarization Records”). Such custodianship is undertaken solely to comply with Applicable Notary Law and does not transfer beneficial ownership of User Data to ProNotary. Nothing in this Section is intended to increase any of ProNotary’s duties or obligations beyond those expressly set forth in Applicable Notary Law.

Licensee shall have the right to access and export User Data, including Notarization Records, during the Term and any post-termination access period described herein, subject to Applicable Notary Law.

5.6 Restrictions on Use of Licensee Customer Data

ProNotary acknowledges that certain User Data may include information about Licensee’s customers. ProNotary shall not sell, rent, license, or otherwise disclose Licensee’s customer data to any third party for marketing or solicitation purposes. Furthermore, ProNotary shall not use Licensee’s customer data to market ProNotary’s own services directly to Licensee’s customers, nor shall ProNotary contact Licensee’s customers except as necessary to provide the Services under these SaaS Terms or as required by law. All use of such data shall comply with ProNotary’s Privacy Policy and applicable data protection laws.

5.7 Service Providers and Subprocessors

ProNotary is entitled to use third-party service providers and subprocessors to assist in providing the Services, provided that such providers are bound by confidentiality and data protection obligations no less protective than those set forth in these SaaS Terms.

5.8 Post-Termination Data Handling

Upon termination or expiration of these SaaS Terms, Licensee will have ninety (90) Calendar Days to download or export all User Data, Notary Journals, and Audio-Video Recordings. After that period, ProNotary is entitled to delete or archive data in accordance with its internal retention policies unless otherwise required by law.

5.9 Company Closure or Sale

In the event that ProNotary (i) ceases operations (whether voluntarily or involuntarily), (ii) is acquired, or (iii) sells all or substantially all of its assets, ProNotary shall provide Licensee with no less than thirty (30) Calendar Days’ prior written notice where practicable. ProNotary shall ensure that all User Data, including but not limited to Notary Journals and Audio Video Recordings, remains accessible to Licensee for a period of at least ninety (90) Calendar Days following such notification, during which time Licensee may export or retrieve its data. Any transfer of User Data to a successor or third party shall be subject to the confidentiality, data protection, and security provisions set forth in these SaaS Terms. In the event of dissolution without a successor entity, ProNotary shall comply with applicable law regarding return or disposition of Notarization Records.

6. Confidentiality; Proprietary Rights; Intellectual Property License

The Parties acknowledge that either Party may communicate to the other (or its designees) Confidential Information, all of which are confidential and proprietary to, and trade secrets of, the disclosing Party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing Party; (ii) becomes public knowledge or known to the receiving Party after disclosure by the disclosing Party other than by breach of the receiving Party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving Party prior to disclosure by the disclosing Party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving Party.

6.1 Non-Use and Non-Disclosure of Confidential Information

As a condition to the receipt of the Confidential Information from the disclosing Party, the receiving Party promises to hold all Confidential Information of the disclosing Party in trust and confidence, and protect it as the receiving Party would protect its own Confidential Information (which, in any event, will not be less than commercially reasonable protection) and will not use such Confidential Information for any purpose other than as contemplated by these SaaS Terms. Unless agreed to in advance by the disclosing Party in writing, the receiving Party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing Party’s Confidential Information; (ii) not use the disclosing Party’s Confidential Information in any fashion except to perform its duties hereunder without the disclosing Party’s express prior written consent; (iii) disclose the disclosing Party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving Party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in these SaaS Terms; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. The receiving Party shall promptly notify the disclosing Party of any unauthorized disclosure or use of the Confidential Information. The receiving Party shall cooperate and assist the disclosing Party in preventing or remedying any such unauthorized use or disclosure. Disclosure to subprocessors bound by confidentiality obligations no less protective than those set forth herein is permitted to the extent necessary to provide the Services.

6.2 Confidentiality of these SaaS Terms

Each Party agrees that the non-public terms and conditions of these SaaS Terms, including non-public pricing and other negotiated commercial terms, will be treated as Confidential Information; provided that each Party may disclose such terms (subject to nondisclosure requirements at least as restrictive as those set forth in the preceding section): (i) to legal counsel, (ii) in confidence to accountants, banks, and financing sources, and (iii) as required to comply with applicable law (e.g. court orders) provided that the receiving Party gives the disclosing Party prior written notice sufficient to allow the disclosing Party to seek a protective order or other appropriate remedy, discloses only such information as is required by the governmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. These SaaS Terms as posted on ProNotary’s website are public and are not Confidential Information.

6.3 Non-Circumvention

During the term of these SaaS Terms and at any time thereafter, the Parties agree not to utilize in any way the Confidential Information exchanged hereunder for the purpose of circumventing the other in connection with any opportunity contemplated hereunder and in connection with the business that is conducted as a result of these SaaS Terms. The Parties shall also refrain from taking any other action to circumvent the other Party in connection with any opportunity contemplated hereunder and in connection with the business that is conducted as a result of these SaaS Terms for a period of five (5) years following the termination of these SaaS Terms. The Parties agree that the terms of the aforesaid covenant are commercially reasonable and necessary under the circumstances.

6.4 Non-Disclosure Agreement; Destruction of Confidential Information

If prior to the Effective Date the Parties entered into a Non-Disclosure Agreement (“NDA”), these SaaS Terms will control with respect to all rights and obligations of confidentiality, security and use of User Data, and supersede such prior NDA if and to the extent it is inconsistent with the terms of these SaaS Terms.

Except as expressly permitted to perform and carry out the Services, to comply with applicable law, and as otherwise permitted in these SaaS Terms, promptly after termination or expiration of these SaaS Terms, each Party shall (i) either (a) return the other Party’s tangible Confidential Information, or (b) permanently destroy such Confidential Information, and erase it from storage media; and (ii) destroy all information, records and materials developed or derived from the other Party’s Confidential Information (“Derived Information”). Upon request, a Party shall certify in writing to the destruction of such Confidential Information and Derived Information. Notwithstanding the above, the Receiving Party shall be entitled to retain Confidential Information in its archival or backup systems, and such Confidential Information shall remain subject to these SaaS Terms and related confidentiality and security obligations throughout the period it is retained.

7. Mutual Representations and Warranties; Disclaimers

Each Party represents and warrants: (i) its execution, delivery and performance of these SaaS Terms will not violate or constitute a default under any agreement between such Party and any third party, or between the Parties; (ii) it has the full right, power, and authority, and has obtained all consents, approvals and/or authorizations required to enter into and be bound by the terms and conditions of these SaaS Terms and to perform its obligations under these SaaS Terms; (iii) as of the Effective Date, if it is an entity, that it is a legal entity duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; and (iv) that it shall not perform deceptive, misleading, illegal or unethical practices.

Licensee represents and warrants that (i) it owns all right, title and interest in and to (a) the User Data, or that it has otherwise secured rights in the User Data necessary to permit the access, use and processing of such User Data as contemplated by these SaaS Terms; (b) Licensee’s Systems; and (c) other resources and information to be utilized or granted access to as contemplated by these SaaS Terms.

ProNotary represents and warrants to Licensee (i) that Software will be scanned using commercially available virus scanning and removal software in accordance with standard industry practice and frequency.

7.1 Disclaimer

THE SOFTWARE, SERVICES, AND ALL OF PRONOTARY’S OR ITS SERVICE PROVIDER’S PERFORMANCE OBLIGATIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. PRONOTARY DOES NOT WARRANT: (I) THAT THE SOFTWARE OR ITS PERFORMANCE WILL MEET LICENSEE’S REQUIREMENTS; (II) THAT THE SOFTWARE’S OPERATION OR THE DELIVERY OF SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) THAT A THIRD PARTY WILL ACCEPT A PRONOTARY DOCUMENT OR E-SIGNED DOCUMENT FOR LICENSEE’S INTENDED PURPOSE; OR (IV) THAT A COURT OR OTHER AUTHORITY THAT DECLINES TO FOLLOW APPLICABLE NOTARY LAW AND/OR APPLICABLE ELECTRONIC SIGNATURES LAW WILL RECOGNIZE A NOTARIZATION OR E-SIGNED DOCUMENT AS VALID OR ENFORCEABLE. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT SOLELY AS OTHERWISE EXPLICITLY STATED HEREIN, PRONOTARY DISCLAIMS (FOR ITSELF, ITS SERVICE PROVIDERS AND ITS LICENSORS) ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRONOTARY SOFTWARE, SERVICES, AND OTHER PERFORMANCE OBLIGATIONS UNDER THESE SAAS TERMS, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

While receiving the Services, Licensee may receive information from ProNotary concerning laws governing electronic signatures, electronic notarization, and other subject matter areas. This information does not constitute legal advice and is for general informational purposes only. Licensee is responsible for obtaining professional legal advice concerning any and all aspects of the Services, Licensee’s Documents, or Licensee’s Transactions.

8. Term and Termination

These SaaS Terms shall commence as of the Effective Date and, unless terminated earlier pursuant to any provision herein, will continue for the Initial Term described below. In addition, all rights and obligations under these SaaS Terms that survive such expiration by their express provisions or operation of law shall continue in force and effect.

8.1 Enterprise Plans — Twelve (12) Month Term

If Licensee’s Plan is an Enterprise Plan, the Initial Term is twelve (12) months from the Effective Date, regardless of whether Fees are billed monthly or annually. Monthly or other periodic billing under an Enterprise Plan is a payment convenience only and does not reduce, replace, or convert the twelve (12) month term into a month-to-month term. Upon expiration of the Initial Term, these SaaS Terms shall automatically renew for successive twelve (12) month renewal terms (each, a “Renewal Term”), unless either Party provides at least thirty (30) days’ written notice of non-renewal prior to the expiration of the then-current term through the billing portal, by cancelling in accordance with portal instructions if that function is made available for Enterprise Plans, or as otherwise provided in the Plan. Early cancellation, a billing-interval change, or a downgrade does not relieve Licensee of Fees due for the remainder of the then-current Initial Term or Renewal Term, except as required by law or as the Plan expressly provides.

8.2 Non-Enterprise Plans — Checkout Interval

If Licensee’s Plan is a Non-Enterprise Plan, the Initial Term is the billing interval selected at checkout (monthly or annual), or the subscription period stated in the Plan if different. These SaaS Terms automatically renew for successive periods equal to the then-current billing interval (each, a “Renewal Term”), unless either Party provides notice of non-renewal before the end of the then-current term through the billing portal, by cancelling the subscription in accordance with portal instructions, or as otherwise provided in the Plan.

8.3 Onboarding and Implementation

If a Plan includes an onboarding or implementation period, that period and any related cancellation rights are described in the Plan. Unless a Plan expressly provides a startup opt-out, Licensee may cancel a Non-Enterprise Plan as provided in the billing portal, subject to Section 4.5 (non-refundable payments) and, for an Enterprise Plan, subject to Section 8.1.

If a Plan includes onboarding, implementation, or Startup activities, those activities are provided to facilitate Licensee’s initial deployment and operational readiness. They are not acceptance criteria, conditions precedent, or prerequisites to payment of any Fees, unless the Plan expressly states otherwise. Failure to complete any milestone or activity by a target date shall not constitute a breach of these SaaS Terms. Dates and sequencing, if described, are estimates only and depend on Licensee’s timely cooperation, provision of information, and satisfaction of compliance requirements. Any onsite support is subject to mutual scheduling availability and may be provided remotely where appropriate.

8.4 Termination for Cause

Either Party may terminate these SaaS Terms upon thirty (30) days’ written notice to the other Party if the other Party breaches any term, condition, or obligation of these SaaS Terms, provided that the breaching Party fails to cure such breach within the thirty (30) day cure period commencing upon receipt of written notice of breach (the “Notice of Breach”).

Notwithstanding the foregoing, ProNotary may terminate these SaaS Terms and/or services immediately upon delivery of written notice to Licensee for nonpayment or untimely payment by Licensee after the notice period in Section 4.5.

Upon termination for cause: (i) Licensee shall pay in full for all Services provided through the last day of service, including all unpaid fees incurred up to the end of the cure period if applicable, and, for an Enterprise Plan, any remaining Fees due for the then-current Initial Term or Renewal Term as provided in Section 8.1; (ii) No refunds shall be provided for fees previously paid except as may be set forth otherwise in these SaaS Terms or as required by law; and (iii) All sections of these SaaS Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations, and limitations of liability.

8.5 Immediate Termination and Termination for Insolvency

ProNotary may terminate these SaaS Terms immediately, effective upon delivery of written notice to Licensee, if any of the following events occur: Licensee (i) files a voluntary petition in bankruptcy or seeks or consents to relief under any bankruptcy, insolvency, or debtor relief statute; (ii) consents to or acquiesces in the appointment of a trustee, receiver, or liquidator for any part of its property; (iii) admits in writing its inability to pay debts as they become due; (iv) makes an assignment for the benefit of creditors; (v) is dissolved or otherwise ceases normal business operations and cannot fulfill its obligations hereunder; or (vi) becomes subject to an involuntary bankruptcy, receivership, or similar proceeding which is not dismissed within ninety (90) Calendar Days.

8.6 Termination for Legal Risk

ProNotary may suspend or terminate access to the Software or Services, or terminate these SaaS Terms, if continuing Services pursuant to these SaaS Terms would, in its reasonable belief, violate applicable law or regulation or may otherwise result in damages, losses, or other legal risk for ProNotary. Written notice will be provided where practicable. If these SaaS Terms are terminated, such termination will be effective upon delivery of written notice to Licensee.

8.7 Termination and Licensee Cessation of Services

Upon the termination or expiration of these SaaS Terms, ProNotary shall cease providing the Services to Licensee and all licenses extended, granted, or issued to Licensee hereunder shall end. ProNotary will provide Licensee with an export file of all Notary Journals and Audio Video Recordings as it relates to Licensee use of the Services from the Effective Date through the effective date of termination within ninety (90) days following the effective date of termination, in accordance with Section 5.8.

9. Indemnification

Licensee agrees to indemnify, defend and hold harmless ProNotary and their parent companies, subsidiaries, owners, affiliates, officers, directors, members, managers, co-branders and other partners, employees, consultants and agents (collectively, the “ProNotary Indemnitees”), from and against any and all claims, liabilities, causes of action, suits, proceedings, damages, demands, losses, judgments, settlements, penalties, fines, costs, expenses, fees (including reasonable attorneys’ fees and court costs) (collectively, the “Claims”) arising out of, relating to, or resulting from: (1) Licensee’s or any Registered Users’ acts or omissions in connection with the Software; (2) Licensee’s or any Registered Users’ access to or use of the Software or Services, or any services provided by ProNotary under these SaaS Terms, including without limitation, any use in violation of these SaaS Terms or applicable law; and (3) misrepresentations, breaches of warranties, breaches of any provision of these SaaS Terms, negligence, gross negligence, willful misconduct, or fraud by Licensee. Licensee shall assume the defense of any Claim subject to indemnification with counsel reasonably acceptable to ProNotary. ProNotary shall have the right, but not the obligation, to participate in the defense with counsel of its choosing. Licensee shall not settle any Claim in a manner that (i) admits fault or liability on the part of any ProNotary Indemnitee, (ii) imposes any obligation on any ProNotary Indemnitee, or (iii) does not include a full, unconditional release of all ProNotary Indemnitees, without ProNotary’s prior written consent. If Licensee fails to promptly assume the defense of a Claim, ProNotary may do so at Licensee’s expense. This indemnification obligation survives termination or expiration of these SaaS Terms and is not limited by any limitation of liability or damages cap set forth elsewhere in these SaaS Terms. Notwithstanding anything in these SaaS Terms, Licensee agrees and acknowledges that ProNotary shall in no way be liable in law or equity under any legal theory known now or in the future for any acts of Licensee, its notaries, and its Registered Users, including remote or online notary transactions. Licensee agrees that if it breaches these SaaS Terms or any provision thereof, ProNotary shall have the right to seek injunctive relief. Licensee acknowledges and agrees that any breach of these SaaS Terms would cause irreparable injury to ProNotary and that money damages would not provide an adequate remedy for ProNotary. Therefore, Licensee consents to enforcement of these SaaS Terms by means of temporary injunction and other appropriate equitable relief in a competent court, in addition to any remedies ProNotary may have under these SaaS Terms or otherwise. To the fullest extent permitted by law, Licensee hereby waives any requirement that ProNotary post a bond or other security in connection with any application for temporary restraining order or temporary injunction. In the event a court determines that a bond is required notwithstanding these SaaS Terms, the Parties agree that a bond in an amount not to exceed One Thousand Dollars ($1,000) shall be deemed reasonable and sufficient security. All rights and remedies under these SaaS Terms are cumulative and not exclusive. The exercise of any equitable remedy shall not preclude ProNotary from pursuing damages or any other remedy available at law or in equity.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT WITH RESPECT TO CLAIMS THAT ARISE OUT OF: (A) LICENSEE’S PAYMENT OBLIGATIONS; (B) LICENSEE’S INDEMNIFICATION OBLIGATIONS; (C) A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS; OR (D) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, USE, GOODWILL, REVENUE, DATA, OR BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. For the avoidance of doubt, lost profits, lost revenue, and loss of business opportunity shall be deemed consequential damages and excluded hereunder, regardless of whether characterized as direct or indirect damages.

IN NO EVENT SHALL PRONOTARY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ITS PERFORMANCE AS CONTEMPLATED UNDER THESE SAAS TERMS EXCEED THE TOTAL FEES PAID OR PAYABLE BY LICENSEE TO PRONOTARY UNDER THESE SAAS TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Insurance

ProNotary shall maintain at its own expense during the term of these SaaS Terms insurance policies covering the products and services to be provided, placed with companies holding minimum A.M. Best ratings of at least A-VIII, in the following minimum amounts under any combination of primary and/or umbrella excess policies: (a) Commercial General Liability Insurance with limits of not less than $500,000 per occurrence and at least $1,000,000 in the annual aggregate; (b) Professional Errors and Omissions Liability and Cyber Liability Insurance in the amount of $500,000 per claim and at least $1,000,000 in the annual aggregate.

Licensee Insurance — Enterprise Plans. If Licensee’s Plan is an Enterprise Plan, Licensee shall maintain at its own expense during the term of these SaaS Terms insurance policies covering the products and services to be utilized, placed with companies holding minimum A.M. Best ratings of at least A-VIII, in the following minimum amounts under any combination of primary and/or umbrella excess policies: (a) Commercial General Liability Insurance with limits of not less than $500,000 per occurrence and at least $1,000,000 in the annual aggregate; (b) Professional Errors and Omissions Liability and Cyber Liability Insurance in the amount of $500,000 per claim and at least $1,000,000 in the annual aggregate. For each of its Authorized Notaries: (a) Professional Errors and Omissions Liability, and (b) any surety bond or other financial responsibility required under applicable notary law for the jurisdiction in which such Authorized Notary is commissioned and performs notarial acts (including electronic or remote online notarization). All such coverage or financial responsibility shall be maintained in amounts not less than the minimum required by applicable law and kept in good standing for the duration of such Authorized Notary’s use of the Services.

Licensee Insurance — Non-Enterprise Plans. If Licensee’s Plan is a Non-Enterprise Plan, Licensee shall maintain any insurance, surety bond, or other financial responsibility required under Applicable Notary Law for each Authorized Notary, including coverage required for electronic or remote online notarization in the commissioning jurisdiction, and shall keep such coverage in good standing for the duration of each Authorized Notary’s use of the Services. If Licensee subscribes as a business, firm, or other organization on a Non-Enterprise Plan, Licensee shall also maintain commercially reasonable insurance covering its operations that use the Services.

12. Use of Marks, Marketing; Promotions

Licensee grants ProNotary a limited, non-exclusive, non-transferable permission to display, only during the term of these SaaS Terms, the trademark and/or logo designated by Licensee for such purpose (“Licensee Marks”) on its website and its marketing materials to indicate that the Licensee is or intends to be a user of the Services. ProNotary acknowledges that, as between the Parties, Licensee is the sole and exclusive owner of Licensee Marks and all goodwill associated with Licensee Marks, and that any goodwill created by these SaaS Terms under Licensee Marks shall inure solely and exclusively to Licensee.

Licensee Use of ProNotary Marks. At ProNotary’s option, Licensee shall post on its website, in a commercially reasonable location and format, the trademark and/or logo designated by ProNotary for such purpose (the “ProNotary Marks”), and shall indicate that Licensee is a user, or intends to become a user, of the Services. ProNotary grants Licensee a limited, non-exclusive, non-transferable permission to display the ProNotary Marks on its website and in its marketing materials for such purposes. Licensee acknowledges that, as between the Parties, ProNotary is the sole and exclusive owner of the ProNotary Marks and all goodwill associated with the ProNotary Marks, and that any goodwill created by these SaaS Terms under the ProNotary Marks shall inure solely and exclusively to ProNotary.

Press Release. Neither Party shall issue a press release or other public announcement regarding these SaaS Terms or the relationship contemplated hereby without the prior written consent of the other Party, which may be withheld in such Party’s sole discretion.

Cessation of Permissions. Licensee shall be entitled to end ProNotary’s use of Licensee Marks and ProNotary shall be entitled to end Licensee’s use of ProNotary’s Marks after thirty (30) days written notice and a reasonable wind down period.

13. General Terms

13.1 Governing Law; Jurisdiction; Attorney’s Fees

These SaaS Terms will be governed by, and interpreted and construed in accordance with, the laws of the state of Texas without regard to its conflict of laws provisions. The Parties hereby agree that any suit, action, or proceeding based on any matter arising out of or in connection with, these SaaS Terms or the transactions contemplated hereby, shall be brought in the courts of the State of Texas, located in the City of Houston and County of Harris. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding. In any suit, action, or proceeding based on any matter arising out of or in connection with, these SaaS Terms or the transactions contemplated hereby, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorneys’ fees, court costs, arbitration fees, expert witness fees, and other expenses incurred in connection therewith, in addition to any other relief to which such prevailing party may be entitled. For purposes of this Section, “prevailing party” includes a party that substantially prevails on the overall merits of the dispute, whether by judgment, arbitration award, dismissal, settlement, or otherwise. In cases involving multiple claims or mixed results, the court or arbitrator shall determine the prevailing party based on the relative degree of success obtained.

13.2 WAIVER OF JURY TRIAL

THE PARTIES TO THESE SAAS TERMS HEREBY, UNCONDITIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF THEIR RESPECTIVE ATTORNEYS, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR ARISING OUT OF, OR IN ANY WAY RELATING TO THESE SAAS TERMS.

13.3 No Waiver

The failure of either Party to enforce its rights under these SaaS Terms at any time for any period will not be construed as a waiver of such rights unless expressly set forth otherwise in these SaaS Terms, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

13.4 Unenforceability

If any provision of these SaaS Terms is determined to be invalid, that provision will be limited or eliminated to the minimum extent necessary so that these SaaS Terms will otherwise remain in full force and effect and enforceable.

13.5 No Construction Against Drafter

These SaaS Terms shall be deemed jointly drafted. No rule of construction or interpretation requiring that ambiguities be construed against the drafting party shall apply in the interpretation or enforcement of these SaaS Terms.

13.6 Force Majeure

Neither Party shall be liable for a failure or delay in the performance of its obligations under these SaaS Terms due to strikes (except with respect to its own labor force), shortages, riots, insurrection, acts of God, war, pandemics, governmental action, power or connectivity interruptions, or other causes beyond the Party’s reasonable control.

13.7 Notices

Except as otherwise expressly agreed to by the Parties, any notice, requests, demands, and other communications that are required or may be given pursuant to a request, consent, claim, demand or waiver sought with regard to these SaaS Terms will have legal effect only if in writing. ProNotary may provide notices to Licensee by email to the address associated with the account, by message in the billing portal, or by in-product notification. Notices to ProNotary must be sent through the support portal or emailed to [email protected], or to such other contact method as ProNotary may designate. Email or portal notices are deemed given when sent or posted.

13.8 Assignability

The rights granted to Licensee herein are personal to Licensee and are not transferable, sublicensable, or assignable except as expressly permitted in these SaaS Terms. Licensee may not assign, delegate, transfer, sublicense, or otherwise convey these SaaS Terms or any of its rights or obligations hereunder, whether voluntarily, by operation of law, or otherwise, without ProNotary’s prior written consent, which may be granted or withheld in ProNotary’s sole discretion. For purposes of this Section, an “assignment” shall include, without limitation: (a) any merger, consolidation, reorganization, or other corporate transaction in which Licensee is not the surviving entity; (b) any sale of all or substantially all of Licensee’s assets; (c) any direct or indirect change of control of Licensee (including by stock sale, equity transfer, or similar transaction); or (d) any attempt to transfer or expand the scope of the license granted under these SaaS Terms. Any permitted assignment by Licensee shall require that the assignee agree in writing to be bound by these SaaS Terms and that Licensee remain jointly and severally liable for all obligations arising prior to the effective date of assignment. Any purported assignment or transfer in violation of this Section shall be null and void ab initio and constitute a material breach of these SaaS Terms. ProNotary may assign these SaaS Terms, in whole or in part, without Licensee’s consent, to: (i) an affiliate, (ii) a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of assets, or (iii) any purchaser or successor to the Software or related business line. These SaaS Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

13.9 No Third-Party Beneficiaries

These SaaS Terms are entered into solely between, and may be enforced only by, the Parties hereto and their respective permitted successors and assigns. Nothing in these SaaS Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these SaaS Terms. Without limiting the foregoing, Licensee’s customers, end users, affiliates, contractors, or any other third parties shall have no rights or claims against ProNotary arising out of or relating to these SaaS Terms or the Software or Services provided hereunder.

13.10 Entire Agreement; Changes

These SaaS Terms, together with the applicable Plan, the Privacy Policy, and any written order form or addendum covering the Services, constitute the sole and entire agreement of the Parties with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. These SaaS Terms do not modify the MSS Terms. In the event of conflict regarding the Services, the following order of precedence applies: (1) a separately executed written master agreement or order form covering the Services; (2) the Plan displayed at checkout or in the billing portal as to commercial terms, including whether the Plan is an Enterprise Plan or a Non-Enterprise Plan; (3) these SaaS Terms; (4) the Terms of Use; and (5) the Privacy Policy.

ProNotary may update these SaaS Terms from time to time. For non-material updates (such as support procedures, contact information, and technical documentation), ProNotary will provide notice by posting the revised terms and, where practical, by email or in-product notice. For material adverse changes, ProNotary will provide at least thirty (30) days’ notice. If Licensee objects to a material adverse change, Licensee may terminate the affected Services before the change takes effect, subject to Section 4.5 and, for an Enterprise Plan, remaining Fees under Section 8.1. Continued use after the effective date of a revision constitutes acceptance of the revised SaaS Terms to the extent permitted by law. Plan-specific commercial terms (including Fees) change as provided in Sections 4.1 and 4.1.1. A separately signed master agreement may be amended only as that agreement provides.

13.11 Electronic Acceptance

Licensee agrees that these SaaS Terms may be accepted electronically, including by creating an account, completing checkout, clicking an “I agree” or similar button, or continuing to use the Services after notice of these SaaS Terms. Electronic records and signatures are consistent with the federal Electronic Signatures in Global and National Commerce Act and applicable Uniform Electronic Transactions Act provisions. The person accepting represents that they have authority to bind Licensee. No handwritten signature is required for these SaaS Terms to be enforceable.

13.12 Independent Contractors

The Parties shall be independent contractors under these SaaS Terms, and nothing herein will constitute either Party as the employer, employee, agent or representative of the other Party, or both Parties as joint venturers or partners for any purpose.

13.13 Contact Us

If you have questions about these SaaS Terms, please use the support portal or email [email protected].