Terms and Conditions

Last Updated: 8/12/23

1. USER AGREEMENT

1.1. This user agreement together with any and all other documents referred to herein (the "User Agreement") sets out the terms of use under which you (the "User," "you," or "your") may use this Website and the Subskribo Platform and constitutes a legally binding agreement between you and Subskribo.

1.2. By clicking the "I agree" button (upon creation of a new account), or by accessing and using this Website, the Subskribo Platform or any of the Services, you accept the User Agreement and agree to follow and be bound by this User Agreement (whether on behalf of yourself or a legal entity you represent).

1.3.We reserve the right to, at our sole discretion, revise this User Agreement from time to time. We will post the revised User Agreement on the Website together with the "last updated" date. Please review the Website and the User Agreement on a regular basis to obtain timely notice of any revisions. If you continue to use the Website, the Subskribo Platform or our Services after the date of the last update, you agree to be bound by the revised User Agreement. You agree that we shall not be liable to you or to any third party for any revision to the User Agreement.

2. ACCOUNT CREATION & VERIFICATION

2.1. You may need to create an account to use all or part of the Services (the "Account"). Your username, user id, and password are for your personal use only and should be kept confidential. You understand that you are responsible for all use (including any unauthorized use) of your username, user id and password.

2.2. A person can create a new account either through using our native authentication process (user id, password, two-factor-authentication), or alternatively signs up using ItsMe© (as an SSO provider), which handles the authentication on their side.

2.3. When using native authentication, we validate that the User is in possession of their email address as part of the account creation process, however all other self-claims entered, such as their name, optional date-of-birth, optional mobile phone number, etc are not validated, and their identity verification level is shown as 'self-claimed-identity'. Subskribo will not assume any liability in relation to any unvalidated personal information entered into through account creation.

2.4. If a User elects to sign up using ItsMe©, such service is provided by a third party on behalf of Subskribo. Any User agrees that it is solely responsible for determining the reliability, validity, and legality of that third party's digital certificate, service, or process and agrees that Subskribo will not be responsible to determine whether any such digital certificate, service, or process is reliable, valid, or legal. Subskribo will not assume any responsibility in relation to any personal information verified by such third party.

2.5. By using the Services, you understand and acknowledge that we have the right, at our sole discretion, to immediately suspend or terminate your Account and limit your access to the Services without prior notice if we suspect, at our sole discretion, you to be in violation of any provision of this User Agreement or any applicable laws or regulations or to the extent we are required to do so by law or by any regulatory authority, court order, subpoena or binding order of a government authority.

3. SUBSCRIPTION PLANS, PAYMENT & INVOICING

3.1. The prices, features, and options of the Services depend on the selected Subscription Plan and their specific terms and conditions. In addition to the Services included in a relevant Subscription Plan, use of certain Services is subject to a per-use fee.

3.2. Each discrete Subscription Plan includes restrictions and requirements that outline the features that the User will be able to access and the associated duration and term of such Subscription Plan. Any violation by you of the license provisions contained therein may result in the immediate termination of your right to use the Services. Subskribo does not represent or warrant that a particular Subscription Plan will be offered indefinitely and, to the fullest extent permitted under applicable laws, reserves the right to change the prices for or alter the features and options in a particular Subscription Plan.

3.3. When you subscribe to a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You will be charged for your Subscription Plan through the payment method you've provided, such as a credit card or any other valid means of payment as accepted by Subskribo. User explicitly authorises Subskribo to charge the provided payment method on a recurring basis for any and all applicable charges.

3.4. Any other charges incurred through User's use of the Services (i.e. per-use fees) will be due and payable immediately.

3.5. Any sums dues to Subskribo are non-refundable.

3.6. If any payment is not timely made by the due date, in addition to the sum due Subskribo shall be entitled to claim interest on any overdue amount in accordance with Law of 2 August 2002 on combating late payments in commercial transactions, in addition to any other remedies set forth therein. To the extent that any payment by User remains unpaid for a period of thirty (30) days following the due date, Subskribo may declare all remaining unpaid sums due, and terminate User's access to the Services.

4. SPECIFIC TERMS OF THE SUBSKRIBO SERVICES

4.1. General

4.1.1. As set forth above access to certain Services on the Subskribo Platform is subject to the terms of the applicable Subscription Plan. In using these specific Services as set forth below, the User agrees to specifically abide by the provisions of this Clause 4 in addition to the more general provisions included in the User Agreement.

4.1.2. The Subskribo Platform provides User with certain features and functionalities that User may elect to use, including the ability to delete documents and execute documents. Customer is responsible for properly:
a) configuring the Services;
b) using and enforcing controls available in connection with Services (including any security controls); and
c) taking such steps, in accordance with the functionality of the Services, that User deems adequate to maintain appropriate security, protection, deletion, and backup of UserContent. Subskribo will not be held responsible for any misinterpretation to the functionality of a certain feature by a User.

4.1.3. To the extent not otherwise foreseen, the period of effectiveness of the provisions of this Clause will lapse upon the expiry of the User's Subscription Plan or the use of the Services ceases.

4.2. Subskribo Contract Services

4.2.1. By using the Subskribo Contract Services you acknowledge and agree that:
a) Subskribo solely facilitates the completion and execution of any agreement or other User Content submitted by a user. Subskribo will not be a party to any such agreement and makes no representations or warranties with respect to the content of such agreement;
b) Any agreement transmitted through the Subskribo Platform is maintained in encrypted form and Subskribo has no control of or access to their contents; and
c) If a User elects to utilize a digital certificate, service, or process that authenticates a User's identity or the authenticity of a signature, such service might be provided by a third party on behalf of Subskribo. User agrees that it is solely responsible for determining the reliability, validity, and legality of that third party's digital certificate, service, or process and agrees that Subskribo will not be responsible to determine whether any such digital certificate, service, or process is reliable, valid, or legal.

4.2.2. Certain "User Roles" might be conferred onto third-party Users of the Subskribo Platform through the usage of the Subskribo Contract Services, granting such users specific responsibilities and authorisations in relation to the submitted agreement as follows:
a) "Signatory": All participants with this role must give their consent through a signature before the contract is 'signed'.
b) "Approver": An approver must validate that the structure and content of the contract is valid from the intent of the parties they represent, and that the parties they represent are who they say they are and have the authority to sign. An approver is also responsible for validating the identity of other contractual members, if sufficient proof is not provided by the identity claims. For example, that person's their client is entering into a contractual relationship with are authorized to sign this contract.
c) "Beneficiary": A beneficiary is bound to the conditions specified in the governance agreement. If a governance agreement is not included, then there are no contractual obligations for this role, and the signature is only to give your consent to be part of this contract.
d) "Proxy-Beneficiary”": Same as a beneficiary, except that a proxy-beneficiary is required to forward the released content to the entity they are a proxy to according to the proxy instructions to the best of their ability. The proxy must not release the content to any other party unless specified in a governance agreement or specified in the release content itself.
e) "Creator”" This is simply the original creator of the contract.
f) "Notary": A notary will validate the occurrence of the event according to the release instructions to the best of their ability with unbiased view and factual resolution. A notary is not bound to discover the occurrence of the event on their own, hence the use of notifiers. If the author allows a notary to be a proxy- beneficiary, then upon release (but not before) they will have access to the confidential information to forward to the entity they are a proxy to according to the proxy instructions in this contract. The Notary in this capacity may be required by law to view the content to assure they are not participating in an illegal activity, such as undisclosed transfer of shares. A notary may require the party they are a proxy for to receive the content in person at their office.
g) "Notifier": A notifier if they become aware of the event specified in the release instructions will do their best to notify the Notary or Verifiers of the event by using the Subskribo web app documents this notification process.
h) "Verifier”": A verifier must factually verify the occurrence of the event described in the release instructions in an unbiased manner. They may discover the occurrence of the event of their own free will, or be notified by a notifier who will register the notification via the Subskribo web app. Upon confirmation of the event, the verifier signs into the web app, navigates to the contract, enters their evidence or reasoning, and elects to release content. If more than one verifier is used, then a consensus method is selected at time of contract creation. This is shown in the contract detail area. Once the required number of verifiers agree, the content will be released.

4.2.3. User agrees that it is solely responsible for determining the reliability, validity, and legality of that third party's actions, responsibilities and authority subject to the aforementioned terms of the conferred User Role. Subskribo will not assume any responsibility nor liability in relation to the scope of a User's mandate as conferred through a User Role nor with respect to the fulfillment of such mandate or any actions taken by such User in execution of such mandate. The issuance and acceptance of such User Role by a User through the Subskribo Platform will constitute a legally binding agreement between such Users to which Subskribo will not be and will never be held to be a party.

4.3. Notary Services

4.3.1. When using the Notary Services as a User through the Subskribo Platform you explicitly agree with the following provisions, in addition to and without limiting the disclaimers included elsewhere throughout the User Agreement:
a) Subskribo does not represent or warrant, and expressly disclaims, that
i) any Notary Firm will agree to perform the services requested by another User,
ii) any third party will accept the documents notarized or services provided by the Notary Firm through the Website or Subskribo Platform, and
iii) any court, regulator, or other competent authority will recognize documents notarized or services provided by the Notary Firm through the Website or Subskribo Platform as valid or enforceable.
b) Subskribo solely facilitates the Services provided by a Notary Firm to another User, and as such, Subskribo is not responsible for the execution of the Notary Services provided by the notary vis-à-vis other Users or vice versa.
c) Subskribo will not be a party to the professional relation formed between a Notary Firm and any other User by using the Website or the Subskribo Platform. Subskribo makes no representations or warranties with respect to the content nor continuance of such relation and Subskribo cannot be held liable for any wrongful or negligent acts in such relation.

4.3.2. When providing the Notary Services as a member of a Notary Firm through the Subskribo Platform you explicitly agree with provisions of Schedule 1, in addition to and without limiting the disclaimers included elsewhere throughout the User Agreement.

5. RESTRICTIONS ON USE OF THE SITE

5.1. Subject to any specific provisions in relation to specific Services, you will not use the Site, the Subskribo Platform or the Services provided therethrough for any purpose prohibited by this User Agreement. Therefore, you explicitly agree not to engage in any activity or transmit any information or User Content that (without limitation):

5.1.1. Is illegal, or violates any applicable law or regulation nor any information that advocates illegal activity or discusses illegal activities with the intent to commit them;

5.1.2. Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property rights;

5.1.3. Is harmful, threatening, abusive, harassing, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;

5.1.4. Attempts to impersonate another person or entity;

5.1.5. Interferes with any other party's use or enjoyment of the Site or interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site;

5.1.6. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;

5.1.7. Relates to the sale, purchase or transfer of shares in any companies;

5.1.8. Makes any portion of the Services, your Account, or the Subskribo Platform available for access by third parties except as otherwise expressly provided in this User Agreement

5.1.9. Uses the Services for the purpose of developing or operating products or services intended to be offered to third parties in competition with Subskribo; or (ii) allowing access to your Account by a direct competitor of Subskribo.

5.1.10. Attempts to do any of the foregoing.

5.2. You acknowledge that we have no obligation to monitor your access to or use of the Subskribo Platform by you or any other person for violations of this User Agreement or to review or edit any content. However we may rescind your access to the Subskribo Services and Platform and restitute any and all uploaded User Content to you in order to operate and improve the Subskribo Platform (including, but not limited to, fraud prevention, risk assessment, investigation and customer support, analytics and advertising), to ensure your compliance with this User Agreement, and to comply with any applicable law or the orders or requirements of any court, administrative agency or other governmental body. Subskribo reserves the right to participate as a plaintiff or civil party in any proceeding or investigation relating to violations of the User Agreement or applicable law by any of its users and in general to cooperate in full and share any information to the extent technically feasible to law enforcement, governmental authorities or to comply with any other legal process.

6.INTELLECTUAL PROPERTY & USER CONTENT

6.1. The Subskribo Platform contains Intellectual Property Rights owned or licensed by Subskribo ("Subskribo IP"). All present and future rights in and to any and all Subskribo IP of any type, shall at all times be and remain the sole and exclusive property of Subskribo and its licensors.

6.2. Usage of the Subskribo Platform and the Services strictly as permitted in accordance with this User Agreement is subject to a personal, non-transferable, limited, revocable, non-assignable, non-sublicensable, non-exclusive and restricted license granted to you by Subskribo subject to the terms of any applicable paid subscription plan that enables the usage of the Services ("Subscription Plan") when applicable.

6.3.All User Content and all Intellectual Property Rights subsisting therein will remain the exclusive property of the User or its licensors. You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Content, and you agree that you are solely responsible and will bear all risks associated with your use or submission of User Content or your reliance on the accuracy, completeness, or usefulness of User Content including in respect of any disclosure of your User Content that personally identifies you or any third party.

7. CONFIDENTIALITY

During the provision of the Services we will use your User Content solely for the purpose for which it is provided to us and protect such confidential information subsisting therein from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that we protect our own confidential information of a similar nature.

If we are required by law to disclose your confidential information, we will use reasonable efforts to give you prompt written notice before making the disclosure, unless prohibited from doing so by the legal or administrative process.

8. LIABILITY

8.1.You will defend, indemnify, and hold Subskribo and any of its affiliates and agents harmless from any and all liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable:

8.1.1. your access to and use of the Subskribo Platform and the Services;

8.1.2. violation of this User Agreement by you;

8.1.3. your infringement of any Intellectual Property Right;

8.1.4. any service offered by a third party through or in relation to the Subskribo Platform (such as by any other Users including notaries); and

8.1.5. your usage or submission of User Content.

Subskribo will not be held liable or responsible for any of the foregoing.

8.2. To the fullest extent permissible by law, Subskribo accepts no liability for any loss or damage, whether foreseeable or otherwise, in contract, tort (including gross negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) the Subskribo Platform or the Services.

8.3. To the fullest extent permissible by law, Subskribo excludes all representations, warranties, and guarantees (whether express or implied) that may apply to the Subskribo Platform. The Subskribo Platform is provided to you as is and as available.

8.4. To the maximum extent permitted under applicable law, Subskribo's total aggregate liability arising out of or in connection with the Services provided shall not exceed the amount paid by the User during the twelve-month period immediately preceding the date on which the claim or the series of related claims first arose.

9. DATA PROTECTION

Use of the Subskribo Platform and the processing of any of your information is governed by our Cookie and Privacy Policies, available from[Link to be Added] andPrivacy Policy. These policies are incorporated into this Usage Agreement by this reference.

10.GENERAL

10.1. This User Agreement, together with any documents to which it refers, comprises the entire agreement between the Parties with respect to its subject matter, and replaces, annuls and supersedes any previous written or oral agreements and arrangements between the Parties with respect to the same matter.

10.2.If any provision of this User Agreement is held to be (partially) invalid, unenforceable, or to exceed the limitations imposed by applicable law, then such provision or this User Agreement will automatically be deemed amended as of its effective date to the extent necessary to render in the opinion of the relevant court the otherwise void or unenforceable provision, and the remainder of this User Agreement, valid and enforceable (and, where applicable, to the maximum extent permitted by law) and to accomplish to the largest extent possible the original business purpose of the offending provision. The invalidity or unenforce ability of any provision of this User Agreement will in any event not affect the validity or enforceability of the remaining provisions, which will be enforced as if the offending provision had not been included in this User Agreement.

10.3. You may not assign your rights or obligations under This User Agreement without our prior written consent.

10.4. All notices from Subskribo intended for receipt by you shall be deemed delivered and effective when sent to the email address provided by you on your account. If you change this email address, you must promptly update your email address on your personal settings page.

11. DISPUTE RESOLUTION AND GOVERNING LAW.

11.1. This User Agreement and all non-contractual obligations arising out of them or in connection with them are governed by and will be construed in accordance with Belgian law (excluding it conflict of law provisions).

11.2. Any dispute arising out of or in connection with this User Agreement or the use of the Subskribo Platform and Services provided that shall not be amicably settled by the parties through good faith negotiations within three (3) months after notification in writing shall be finally settled by the competent courts of Antwerp, Belgium, section Hasselt.

12. DEFINITIONS

In this User Agreements, unless the context otherwise requires, the following capitalized terms have the following meanings:

1. "Notary Firm" means a notary's office operated by an authorised and appointed notary in Belgium, which may include multiple notaries along with staff and associates employed by such enterprise.

2. "Notary Services" means any Services offered by Subskribo through the Subskribo Platform including a Belgian notary public either as a User or a service provider.

3."Intellectual Property Rights" means any and all
i) copyrights and other rights associated with works of authorship,
ii) trade secrets and other confidential information,
iii) patents, patent disclosures and all rights in inventions (whether patentable or not),
iv) trademarks, trade names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith,
v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or otherwise, and
vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in effect.

5. "Services" shall mean any and all services offered to the User by Subskribo through the Subskribo Platform.

6. "Subskribo" ("we", "us" or "our") means SUBSKRIBO BV, a private limited liability company organized and existing under the laws of Belgium, having its registered office at Gestelstraat 15, 3560 Lummen, Belgium and registered under number 0753.953.284 (RLE Antwerp, division Hasselt) ("Subskribo," "we," "us,")

7. "Subskribo Contract Services" means any Services offered by Subskribo in relation to the signing, storage and execution of a contract through the Subskribo Platform (including Acceptance Agreements, Conditional Release Agreements and Consensual Agreements).

8. "Subskribo Platform" shall mean the Website, any other (sub)domains owned and or operated by Subskribo and any mobile application or software operated, distributed or owned by or on behalf of Subskribo.

9. "Subscription Plan" means any of the subscription plans offered by Subskribo which includes restrictions and requirements that outline the features that the User will be able to access and the associated duration and term of such subscription plan. Subskribo's current Subscription Plans can be found here:[Link to be Added]

10. "User Content" means any and all content that such user uploads, distributes, or otherwise provides through the Subskribo Platform.

11.&auot;Website&auot; shall mean[Link to be Added] or[Link to be Added]according to context.

SCHEDULE NOTARY SPECIFIC TERMS

1. USER ROLES

1.1. When a notary (or any other member of a Notary Firm) subscribes to Subskribo for the provision of Notary Services to a User it must provide accurate, valid and complete identification information through account creation and will be subjected to the Subskribo onboarding procedure during which an approval and vetting process will be concluded. If a member of a Notary Firm uses the Website or the Subskribo Platform, it explicitly agrees to comply with the following terms and conditions, which shall apply on top of the User Agreement, unless explicitly stated otherwise.

1.2. Through account creation members of a Notary Firm can be conferred the following user roles within a Notary Firm, with the following functionality:
a) "Notary": Assigned by Subskribo. Visible on consumer web app if active.
b) "Staff": Services contracts on behalf of a notary through the notary web app.
c) "Admin": Can view and manage the notary firm. An admin cannot remove themselves from this role, however, another admin user can. This ensures that there is always at least one admin user in a firm.

1.3. Any Staff member of the Notary Firm may service a contract on behalf of any Notary in the firm in accordance with the current office environment within a typical notary firm.

1.4. Whenever a Staff member of a Notary Firm takes an action on behalf of a Notary, the identity of the staff member is internally recorded (along with the Notary under whose supervision they are acting).

1.5. The Notary Firm is the sole responsible for any of its Staff members and associates who acts on the Website and the Subskribo Platform on behalf of the Notary Firm. Notary Firm accounts are tied to the notary's office as such and not to individual notaries within such Notary Firm. The Notary Firm is internally responsible for the continuance of any managed agreements and the provision of the Notary Services if a notary leaves the Notary Firm.

2. FEES, PAYMENT & INVOICING

2.1. Through providing the Notary Services through the Subskribo Platform, the Notary Firm will be entitled to the fees as indicated in the onboarding documentation to which the Notary Firm explicitly agrees to have received and approved a copy.

2.2. When making an account, you must provide accurate and complete information billing information including a European bank account that you are authorized to use and receive payment on. Accrued fees will be detailed on a monthly credit note issued to the Notary Firm. Payment of accrued fees will be made within 60 days as of the issuance of the relevant credit note. The Notary Firm will remain liable for any applicable bank and or transaction fees.

3. LAWS, DEONTOLOGICAL RULES AND REGULATIONS.

When using the Website and Subskribo Platform as a Notary Firm, providing Notary Services, you specifically acknowledge and agree to the following:

3.1. you are authorised and appointed as a notary in Belgium or are employed by a Notary Firm and are authorised to provide the Notary Services in accordance with applicable law and any internal rules of such Notary Firm;

3.2. you shall comply with any and all applicable laws, deontological rules and regulations; and

3.3. you are solely responsible to ensure that the Notarial Services you (are requested to) perform on the Website and the Subskribo Platform is permitted to be performed under all applicable laws, deontological rules and regulations.


SUBSKRIBO BV
Gestelstraat 15
3560 Lummen
info@subskribo.be
BE 0753.953.284
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