Affiliate Partner Terms

These Affiliate Partner Terms ("Affiliate Partner Terms") are between Notarize, Inc. (dba Proof.com) and Affiliate Partner (as defined below). Capitalized terms not otherwise defined have the meanings given in the Proof Glossary. These Affiliate Partner Terms require arbitration on an individual basis, rather than jury trials or class actions, and also describe the specific remedies available. Please see Sections 13.5 and 13.6 for more information.

1. General Provisions

1.1 Applicability

An "Affiliate Partner" is any individual or entity that markets and promotes Proof’s remote online notarial services, fraud detection services, identity verification services, and related products and services (collectively, the "Services") to potential Proof customers (the "Prospects") by sending an Affiliate Link to the Prospect or by displaying an Affiliate Link on the Affiliate Partner’s website(s), landing page(s), or software application(s) (collectively, an "Affiliate Website") in exchange for a Discount, an Affiliate Partner Fee, or both. Proof engages Affiliate Partner to send or display a web address link (URL) provided by Proof (the "Affiliate Link") that will direct Prospects to a Proof website during the Term in accordance with these terms and conditions. By clicking the “I Agree” button or consent tickbox linked to these Affiliate Partner Terms, Affiliate Partner accepts and agrees to be bound by these Affiliate Partner Terms. The effective date is the date that the Affiliate Partner clicks the “I Agree” button or consent tickbox linked to these Affiliate Partner Terms ("Effective Date").

1.2 Supplements

The “Data Privacy Supplement” located at www.proof.com/legal/data-privacy-supplement applies to Affiliate Partner.

2. Affiliate Partner Customer Qualification

2.1 Affiliate Link Submission

Proof will provide a unique Affiliate Link to the Affiliate Partner. When a Prospect clicks on the Affiliate Link, the Prospect will be directed to set up a Proof account. When a Prospect creates a Proof account (an “Affiliate Customer”) and purchases Services through the Affiliate Link, subject to the exclusions provided in Section 2.2, such purchase(s) shall constitute a Qualified Transaction (each, a “Qualified Transaction”).

2.2 Exclusions

A Qualified Transaction will not include:

• ​Any purchase by a Customer who has previously accepted the Proof General Terms or otherwise entered into any agreement, order form, and/or supplement with Proof for provision of the Services.
• ​Any provision of Services where the Affiliate Partner is also the Notary for the Transaction.
• ​Any provision of Services when the Affiliate Partner is also the Customer.

3. Discount and Affiliate Partner Fee

3.1 Discount

Affiliate Customers may be eligible to receive a discount (the “Discount”) to customer fees on certain transaction-based Services (the “Customer Fees”) as disclosed to Affiliate Partner at the time of accepting the Affiliate Partner Terms. Affiliate Partner may market such Discount to Prospects in a manner consistent with the terms of these Affiliate Partner Terms.

3.2 Affiliate Partner Fee

Where an Affiliate Customer completes a Qualified Transaction through the Affiliate Link, Proof may pay to the Affiliate Partner a fee or issue a credit for each Qualified Transaction (“Affiliate Partner Fee”). Whether an Affiliate Partner is entitled to an Affiliate Partner Fee will be disclosed to Affiliate Partner at the time of accepting the Affiliate Partner terms. The current Affiliate Partner Fee can be found at www.notarize.com/assets/referral-partner-fee. Affiliate Partner Fees are earned only after an Affiliate Customer completes a Qualified Transaction and the corresponding customer fees have been received by Proof. Proof will use commercially reasonable efforts to pay Affiliate Partner Fees within sixty (60) days after the end of any calendar month during which payment of the associated Customer Fees has been received, unless a different payment plan has been specified.

3.3 Rate Modifications

Proof may change the Discount or Affiliate Partner Fee at any time, in its sole discretion. Affiliate Partner agrees to promptly update the Discount information on any website maintained by the Affiliate Partner.

3.4 Affiliate Partner Link Usage

Proof will continue to pay all Affiliate Partner Fees due for the Term of these Affiliate Partner Terms. If the Affiliate Partner is entitled under local law to any special payment or termination indemnity as a consequence of termination or expiration of these Affiliate Partner Terms, or these Terms being characterized as a distribution, franchise, agency or similar arrangement, the Affiliate Partner waives and disclaims any right to such payment or indemnity. Proof shall not be obligated to pay any Affiliate Partner Fees if such fees would be deemed in violation of applicable laws or regulations, including the Real Estate Settlement Procedures Act of 1974, as amended (RESPA).

3.5 Expenses

Proof shall have no obligation to reimburse the Affiliate Partner for any expenses unless such expenses are approved by Proof in writing and in advance of expenditure.

3.6 Taxes

If Proof or any of its affiliates are required to withhold or pay any taxes, or pay any penalties and/or interest assessed with respect to taxes, in connection with the Affiliate Partner Fees paid to the Affiliate Partner or the activities under these Affiliate Partner Terms, such amounts may be deducted and/or withheld from the Affiliate Partner Fees payable.

4. Responsibilities of Affiliate Partner

4.1 Compliance with the Terms

The Affiliate Partner shall market the Services and solicit Prospects solely in accordance with these Affiliate Partner Terms. The Affiliate Partner shall market the Services only under Proof’s Marks and not under any other trade name, trademark, or logo.

4.2 Affiliate Partner Status

The Affiliate Partner shall, at all times, be an independent contractor of Proof, and shall have no authority to bind Proof to any contract or arrangement with any third party. The Affiliate Partner shall not represent itself as an agent of Proof.

4.3 Authority and Lawfulness

The Affiliate Partner shall obtain and keep active any and all permits, licenses, authorizations, permissions and/or certificates required by applicable governmental, regulatory, or administrative agencies. The Affiliate Partner represents, warrants, and covenants that it possesses the right and authority to enter into these Affiliate Partner Terms, and to exercise its rights and perform its obligations hereunder, including the right to provide Proof with information about each Prospect. The Affiliate Partner shall refrain from engaging in any illegal, unfair, or deceptive trade practices or unethical business practices. The Affiliate Partner shall not take any action or make any payment in violation of Anti-Corruption Laws. Proof may immediately terminate these Affiliate Partner Terms without liability if the Affiliate Partner violates Anti-Corruption Laws.

4.4 Affiliate Partner Conduct

Affiliate Partner shall promote and market the Services consistent with good business ethics, and in a manner that reflects favorably on the Services and on the name, goodwill, and reputation of Proof. Affiliate Partner shall not:

• ​Make any misrepresentations regarding the Services.
• ​Engage in any deceptive practices with regard to the Services.
• ​Send unsolicited electronic messages to multiple unrelated recipients (“spamming”) in promoting the Service or engage in any other form of mass electronic communications prohibited by law.
• ​Make any representation, warranty or guarantee to any third party with respect to the Services that is inconsistent with the Services, published information, or these Affiliate Partner Terms.
• ​Take any action that could improperly damage the name, goodwill, reputation, or business of Proof.

4.5 Prohibited Methods of Promotion

The Affiliate Partner agrees not to associate Proof’s Marks with content that is unlawful, harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Proof’s reasonable discretion. Upon Proof’s request, Affiliate Partner agrees to promptly remove from public view and delete any content or marketing materials that utilize Proof’s Marks, or that reference Proof or its Services.

5. Marketing Rights

5.1 Right to Market

Proof grants to the Affiliate Partner the non-exclusive, non-transferable, and non-assignable right to market the Services to any Prospect for the specific purpose of encouraging Prospects to click-through the Affiliate Link.

5.2 Trademarks

Each Party grants to the other a revocable, non-exclusive, non-transferable, non-assignable, royalty-free, worldwide right and license, during the Term, to use and display such Party’s Marks solely for the purpose of promoting the Services as contemplated in these Affiliate Partner Terms. Each Party’s license to use the Marks of the other Party shall terminate upon the earlier of the effective date of termination or expiration of these Affiliate Partner Terms, or immediately in the event of a breach of Section 4, 5, or 6. The Affiliate Partner shall only utilize Proof’s Marks to market and promote the Services and to hold itself out as an ‘Affiliate Partner’ of Proof. Proof’s permitted Marks for purposes of these Affiliate Partner Terms will be sent to Affiliate Partner via email. Affiliate Partner will only use Proof Marks sent by Proof.

5.3 Marketing Materials

As available, Proof will provide the Affiliate Partner with marketing materials necessary for marketing Proof and its Services to Prospects. The Affiliate Partner may not, without prior written consent, reproduce such materials, or independently create marketing materials that include Proof’s Marks or imply an association or relationship by and between Proof and the Affiliate Partner. Any independently created material must be approved by Proof before publication or use.

6. Limitation of Rights

6.1 Limited Marketing Rights

Except for the express rights provided in Section 5, the Affiliate Partner is granted no other right with respect to Proof, the Services, or Proof’s Marks. The Affiliate Partner will comply with any style guides or instructions Proof provides regarding use of Proof’s Marks.

6.2 Reserved Rights

These Affiliate Partner Terms do not limit Proof’s right to sell directly or indirectly any product or service to any current or prospective customers, including Prospects and Affiliate Customers.

6.3 Non-Exclusive Appointment

The Affiliate Partner acknowledges that the appointment is not exclusive. Proof reserves the right to appoint other persons as marketing, sales, referral, technology, and affiliate partners.

6.4 Pricing and Terms

The pricing and terms under which Proof offers or sells any Services shall be determined by Proof in its sole discretion. The Affiliate Partner shall not offer or promise prices or terms for the Services except as expressly permitted by Proof.

6.5 No Obligation

Nothing in these Affiliate Partner Terms obligates Proof to offer or sell any Services or consummate any transaction with any Prospect. Proof has the right not to proceed with any sale of Services without any liability or obligation to pay compensation to the Affiliate Partner.

7. Term and Termination

7.1 Initial Term

These Affiliate Partner Terms apply beginning on the Effective Date and remain in effect for six consecutive months after the last Qualified Transaction, unless earlier terminated.

7.2 Termination

Either Party may terminate these Affiliate Partner Terms at any time, upon thirty (30) days advance written Notice. Either Party may terminate with immediate effect if the other Party has breached any material provision and such breach is either incapable of cure or remains uncured for more than ten (10) days after Notice.

7.3 Discontinuance of Use of Affiliate Link, Marks and Marketing

Upon termination, the Affiliate Partner shall immediately cease use and display of any Affiliate Link, remove the same from the Affiliate Website, and cease to represent itself as a Proof Affiliate Partner. Affiliate Partner shall immediately discontinue any use and display of the Proof Marks. Any rights granted to the Affiliate Partner with respect to Proof or the Services shall immediately cease.

8. Confidentiality

8.1 Scope

This section governs the protections for Confidential Information that one party ("Receiving Party") obtains concerning the other ("Disclosing Party") in connection with the Affiliate Partner Terms. If the Affiliate Partner Terms conflict with any separate non-disclosure agreement, the Affiliate Partner Terms prevail. "Confidential Information" means information obtained by a Receiving Party in connection with the Affiliate Partner Terms which concerns Disclosing Party’s business or operations that (a) is identified by a “CONFIDENTIAL” legend or similar legend or (b) the Receiving Party knew or should have known should be treated as confidential, and includes inventions, specifications, drawings, models, samples, reports, plans, client lists, marketing materials, financial information, work-in-progress, forecasts, computer programs or documentation, know-how, strategies and all other nonpublic technical, financial, or business information. Proof Confidential Information includes the Proof Intellectual Property, and Affiliate Partner Confidential Information includes Affiliate Partner Intellectual Property.

8.2 Restriction on Use or Disclosure

Receiving Party will keep Disclosing Party’s Confidential Information confidential and protect it to the same degree as its own Confidential Information, but not less than a reasonable degree of care. Receiving Party may not disclose the Disclosing Party’s Confidential Information to any third party without prior written consent. Each party's Confidential Information may be disclosed only as reasonably necessary to satisfy the Receiving Party’s obligations under the Affiliate Partner Terms. Proof may retain Confidential Information as required to comply with applicable law or as otherwise permitted and may use User Data (including Personal Information) in accordance with the Data Privacy Supplement.

8.3 Exclusions

Section 8.2 does not apply to information that:

• ​Was in the Receiving Party's possession prior to its disclosure under the Affiliate Partner Terms without any confidentiality obligation.
• ​Was independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information.
• ​Becomes generally known by the public other than through the fault of Receiving Party.
• ​Is required by law or by the rules of any governmental or self-regulatory agency to be disclosed (provided that Receiving Party will use reasonable efforts to notify Disclosing Party if legally permitted).

8.4 Destruction and Retention

Except as required to provide the Services, to comply with applicable law, or as otherwise permitted, promptly after termination each party will either return or permanently destroy any of the other party’s Confidential Information. Upon request, a party will certify in writing to the destruction of Confidential Information. Receiving Party may retain Confidential Information in its archival or backup systems in accordance with its document retention policies, provided that Confidential Information retained this way will remain subject to the confidentiality obligations throughout the period it is retained.

9. Intellectual Property

9.1 Ownership of Marks

The Affiliate Partner acknowledges that Proof (or its licensor) is the owner of all rights in and to the Proof Marks and all associated goodwill, and that neither these Affiliate Partner Terms nor use by the Affiliate Partner of the Proof Marks under license shall transfer or convey any interests thereto in favor of the Affiliate Partner. The Affiliate Partner shall not take any action inconsistent with Proof’s ownership of its Marks or incorporate any Proof Marks into its Marks, internet addresses, domain name, or any other similar designation. The Affiliate Partner shall not:

• ​Contest Proof’s (or its licensor’s) ownership or use of the Proof Marks.
• ​Use the Proof Marks in a manner that conflicts with Proof’s use or instruction for use of the Marks.
• ​File applications for registration of the same or any confusingly similar Marks in any jurisdiction.
• ​Use any marks that are confusingly similar to the Proof Marks.

The Affiliate Partner will cooperate with, and assist Proof, at Proof’s expense, to secure, protect and maintain ownership rights in the Proof Marks. All rights not expressly granted are retained by the granting Party. All usage of the Proof Marks under these Affiliate Partner Terms, inclusive of all goodwill, will inure to Proof’s benefit.

9.2 Acknowledgement of Proprietary Rights

The Affiliate Partner acknowledges that Services, including any changes, new releases, new versions, modifications, enhancements, improvements, adaptations, translations, and derivative works thereof, constitute proprietary information and data of Proof (and may incorporate Proof’s Trade Secrets). The ownership of all rights, title, and interest to all Proof product and service offerings, including the Services, and all of the Intellectual Property therein and thereto shall at all times remain vested exclusively in Proof (or its licensors), and Affiliate Partner shall not have any interest whatsoever in any portion thereof. "Intellectual Property" means any and all of the following arising pursuant to the laws of any jurisdiction throughout the world: trademarks, service marks, trade names, and similar indicia of source of origin; copyrights; trade secrets and know-how; patents; internet domain name registrations; and other intellectual property and related proprietary rights.

9.3 Certain Restrictions and Obligations

If the Affiliate Partner is given access to any Services or any portion thereof, whether for training, marketing, or demonstration purposes, the Affiliate Partner shall not decompile, disassemble or otherwise reverse engineer the Services, nor utilize the Services for any purpose other than that for which such access is granted. Additional terms may apply to the Affiliate Partner’s access to the Services. The Affiliate Partner shall promptly bring to the attention of Proof any improper or wrongful use of or challenge to the Intellectual Property or any such threatened use or challenge.

10. Disclaimer of Warranties

Proof makes no warranties or representations, and expressly disclaims all warranties and representations, express or implied, including any implied warranties of fitness for a particular purpose, non-infringement, merchantability, or otherwise with respect to these Affiliate Partner Terms.

11. Limitation of Liability

To the extent allowed by applicable law, neither party will be liable for any special, indirect, incidental, punitive, special, or consequential damages of any kind, including any claim based on loss of profits, loss of data, interruption of use, cost to procure substitute technologies, goods, or services, or any other indirect or consequential economic loss, even if the party has been advised of the possibility of such losses or damages. Except with respect for a breach of Section 12 (Indemnity), in no event shall Proof’s liability under these Affiliate Partner Terms exceed the greater of (a) the amount of Affiliate Partner Fee payments paid to Affiliate Partner under these Affiliate Partner Terms for the six (6) month period immediately preceding the event giving rise to the claim and (b) USD $100.

12. Indemnity

12.1 Proof Indemnity

Proof shall indemnify, defend and hold harmless the Affiliate Partner from and against any claim or action brought by a third party, together with any resulting damages and liabilities, to the extent that it is based on an allegation that Proof’s Marks or Services constitute an infringement of any copyright, patent, trademark, trade secret or other Intellectual Property right. Proof shall pay all damages and costs finally awarded against Affiliate Partner in connection with such claim or action. Proof shall not be responsible for any cost, expense, or compromise incurred or made by the Affiliate Partner without Proof’s prior written consent. Proof will not have any obligations under this section or any liability for any claim or action if the claim or action is caused by, or results from the Affiliate Partner’s:

• ​Combination or use of the Services with software, equipment, products or data not approved by Proof in writing, if such claim or action would have been avoided absent such combination or use.
• ​Modification or alteration of the Services or Proof’s Marks if such claim or action would have been avoided by use of the unmodified Services or Marks.
• ​Use of the Marks or Services in a manner not strictly in accordance with these Affiliate Partner Terms and any associated documentation.

12.2 Affiliate Partner Indemnity

The Affiliate Partner shall indemnify, defend and hold harmless Proof from and against any claim or action brought by a third party, together with any resulting damages and liabilities, to the extent that it is based on an allegation:

• ​Based on any promise, representation, or warranty given by the Affiliate Partner with respect to the Services without Proof’s knowledge and prior written consent, including any representations and warranties regarding the Services which are not contained in Proof’s standard terms and conditions.
• ​Based on the Affiliate Partner’s unlawful, fraudulent, or willful misconduct.
• ​That the Affiliate Partner Marks constitute intellectual property infringement as used pursuant to the terms of these Affiliate Partner Terms.
• ​Resulting from a breach of Section 4 of these Affiliate Partner Terms.

The Affiliate Partner shall pay all damages and costs finally awarded against Proof in connection with such claim or action. The Affiliate Partner shall not be responsible for any cost, expense or compromise incurred or made by Proof without prior written consent.