Astrean Terms & Conditions
Effective Date: March 21st, 2021
Site Covered and all subdomains: www.astrean.com
THE AGREEMENT: The use of this platform and services on this platform provided by Astrean (hereinafter referred to as the "Company") are subject to the following Terms & Conditions (hereinafter the "Agreement"), all parts and sub-parts of which are specifically incorporated by reference here. This Agreement shall govern the use of all parts of this platform and associated webpages (hereinafter collectively referred to as "Platform") and any services provided by or on this Platform ("Services").
The parties referred to in this Agreement shall be defined as follows:
- a) Company, Us, We: The Company, as the creator, operator, and publisher of the Platform, makes the Platform, and certain Services on it, available to users. Astrean, Company, Us, We, Our, Ours and other first-person pronouns will refer to the Company, as well as all employees and affiliates of the Company.
- b) You, the User, the Client: You, as the user of the Platform, will be referred to throughout this Agreement with second-person pronouns such as You, Your, Yours, or as User or Client.
- c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as Parties, and each may be referred to as a Party.
2) ASSENT & ACCEPTANCE
By using the Platform, You warrant that You have read and reviewed this Agreement and that You agree to be bound by it. If You do not agree to be bound by this Agreement, please leave the Platform immediately. The Company only agrees to provide use of this Platform and Services to You if You assent to this Agreement.
3) LICENSE TO USE PLATFORM
The Company may provide You with certain information as a result of Your use of the Platform or Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company, and other materials which may assist in Your use of the Platform or Services ("Company Materials"). Subject to this Agreement, the Company grants You a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with Your use of the Platform and Services. The Company Materials may not be used for any other purpose, and this license terminates upon (i) Your cessation of use of the Platform or Services (ii) at the termination of this Agreement (iii) at the Company's discretion.
- a) Fees. As part of licensing this Platform, Astrean charges a minimal fee composed of a subscription license and credits towards individual notarizations.
- I. SMB Plan – The monthly subscription cost shall be $ 49.99 plus taxes. This subscription plan includes 18 document credits per month. Each API call (eSignature, ID verification, KBA) for the SMB plan utilizes 2 credits. Once the customer exhausts the 18 credits, the customer will be charged at the end of the month, based on their actual usage. The customer shall be charged $1 for each credit utilized.
- II. Enterprise Plan – The monthly subscription cost shall be $ 89.99 plus taxes. This subscription plan includes 30 document credits per month. Each API call (eSignature, ID verification, KBA) for the Enterprise plan utilizes 1.5 credits. Once the customer exhausts the 30 credits, the customer will be charged at the end of the month, based on their actual usage. The customer shall be charged $1 for each credit utilized.
- b) Payment Methods. Astrean will charge Your provided credit card on file automatically once set up by You during the registration process. Please ensure that Your payment method supports the full amount due in order to ensure smooth access to the Service. You authorize Astrean, or its agent, to charge the payment method supplied on a recurring (monthly or yearly) basis for the applicable subscription fee; any and all applicable taxes; and any other charged incurred as part of Your use of the Platform. Astrean's receipt of an Insufficient funds notification, or Astrean's failure to receive funds charged to Your provided credit card shall result in additional charges at the maximum amount permitted by law, and may result in immediate termination of access to the Platform or Services.
- c) Subscriber Terms. Payment terms are to be in full within thirty (30) days of the date of the invoice in US dollars. Past due amounts will incur a penalty of one half and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. All payments are non-refundable unless agreed to by Astrean. Astrean's failure to receive funds charged to Your provided credit card shall result in additional charges at the maximum amount permitted by law, and may result in immediate termination of access to the Platform or Services.
- d) Subscription Renewal. At the conclusion of a stated term, the subscription will auto-renew monthly, until terminated in writing by either Party as set forth in this agreement. At any time, You may cancel or change the plan with 30 days’ notice. Astrean may modify, terminate, or otherwise amend fees at any time by providing 30 days’ notice to customers. After any change or cancellation, access to the Platform will be terminated.
- e) True-Up.
- I. SMB Plan: If, during the period of the subscription, You reach an un-billed pre-tax total of $80; You authorize Astrean to process payment in full immediately to Your payment method on record.
- II. Enterprise Plan: If, during the period of the subscription, You reach an un-billed pre-tax total of $160; You authorize Astrean to process payment in full immediately to Your payment method on record.
- f) Taxes. All listed prices and payments required here are exclusive of federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings or similar assessments; You agree to bear the responsibilities for all such requirements.
4) INTELLECTUAL PROPERTY
You agree that the Platform and all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Company owns all right, title and interest in and to the Company IP and that You will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.
- a) If You feel that any of Your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact Us and let Us know.
- b) Use of registered marks, images, and logos. You grant Astrean limited, non-exclusive permission to use any logos, marks, or proprietary images associated with Your brand as part of our marketing materials and website presentation to indicate a service relationship. Astrean acknowledges that You are the sole and exclusive owner of said marks, images, and logos. If You wish to withdraw permission for Astrean, please provide written notice and Astrean will remove them from all materials after a reasonable wind-down period. This withdrawal will not extend to any regulatory or legally required filing.
5) USER OBLIGATIONS
As a user of the Platform or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Platform and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information, or using the Platform or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.
6) ACCEPTABLE USE
You agree not to use the Platform or Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Platform or Services in any way that could damage the Platform, Services, or general business of the Company.
- a) You further agree not to use the Platform or Services:
- I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
- II) To violate any intellectual property rights of the Company or any third party;
- III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
- IV) To perpetrate any fraud;
- V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
- VI) To publish or distribute any obscene or defamatory material;
- VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
- VIII) To unlawfully gather information about others.
7) PRIVACY INFORMATION
Through Your use of the Platform and Services, You may provide Us with certain information. By using the Platform or the Services, You authorize the Company to use Your information in the United States and any other country where We may operate.
- a) Information We May Collect or Receive: When You register for an account, You provide Us with a valid email address and may provide Us with additional information, such as Your name or billing information [registration, credentials , metrics on use of site]. Depending on how You use our Platform or Services, We may also receive information from external applications that You use to access our Platform, or We may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.
- b) How We Use Information: We use the information gathered from You to ensure Your continued good experience on our Platform, including through email communication. We may also track certain aspects of the passive information received to improve our marketing and analytics, and for this, We may work with third-party providers.
- c) How You Can Protect Your Information: If You would like to disable our access to any passive information We receive from the use of various technologies, You may choose to disable cookies in Your web browser. Please be aware that the Company will still receive information about You that You have provided, such as Your email address. If You choose to terminate Your account, the Company will store information about You for the following number of days: 4015. After that time, it will be deleted.
- d) Confidential Information. This agreement governs the protections for confidential information that the “Disclosing Party” provides to the “Receiving Party.” The receiving Party will not disclose any of the Disclosing Party’s confidential information unless: as expressly permitted to perform services or as covered in a separate agreement; to comply with applicable law or regulatory request. The Receiving Party will use reasonable methods to safeguard confidential information from access or disclosure for the period covered by this agreement and applicable law and will destroy that information following the expiration of that period. Any agreement with third-parties by the Receiving Party will be bound with similar confidentiality requirements and standards as least as strict as those binding the Receiving Party in this agreement. Each Party will be responsible for any breach in confidentiality by its employees or third-party relationships and will promptly notify the Disclosing Party of any breach and what steps are taken to mitigate or prevent further disclosure. This clause will not apply if the Receiving Party shows that the information provided has become publicly available information through no action of the Receiving Party or was independently developed by the Receiving Party through no use of other Confidential Information.
- i) Compelled Disclosure. No part of this agreement should be construed to limit either parties obligations to furnish information as part of a legal or regulatory request from a relevant governing agency or court. Nor will it limit the ability of either Party from disclosing information as part of any operation of law, rule, or regulation provided that the Receiving Party makes reasonable efforts to notify the Disclosing Party of any submission. The Receiving Party will also reasonably cooperate with the Disclosing Party (at the Disclosing Party’s expense) to mitigate or minimize any disclosure seek protective relief.
8) ASSUMPTION OF RISK
The Platform and Services are provided for communication purposes only. You acknowledge and agree that any information posted on Our Platform is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between You and the Company. You further agree that Your purchase of any of the products on the Platform is at Your own risk. The Company does not assume responsibility or liability for any advice or other information given on the Platform. If You request any Services through the Platform, You acknowledge and agree that (I) the notary is commissioned by and operates in the state or commonwealth in which they are commissioned/licensed pursuant to such state's or commonwealth's applicable notary law; (ii) they perform the Services solely by virtue of such laws; (iii) You are explicitly requesting and invoking the notary's authority under the applicable notary laws, irrespective of Your geographic location (or that of the actual signatory) at the time of the Services, and agree that the notarization may proceed under and will be governed by the applicable laws of such state; and (iv) the notaries are performing the requested notarizations in their state or commonwealth, regardless of whether You (or the signatory) are accessing the Services from locations outside of that state or commonwealth. Astrean only provides the Services and access to the Platform because You acknowledge and agree to the foregoing, and would not provide the Services or access to the Platform but for this acknowledgment and agreement.
The Company may sell goods or Services or allow third parties to sell goods or Services on the Platform. The Company undertakes to be as accurate as possible with all information regarding the goods and Services, including product descriptions and images. However, the Company does not guarantee the accuracy or reliability of any product information, and You acknowledge and agree that You purchase such products at Your own risk.
10) Payment Procedures
You agree to ensure payment for any items You may purchase from Us, and You acknowledge and affirm that prices are subject to change. We reserve the right to reject or cancel an order for any reason, including errors or omissions in the information You provide to Us. If We do so after payment has been processed, We will issue a refund to You in the amount of the purchase price. We also may request additional information from You prior to confirming a sale, and We reserve the right to place any additional restrictions on the sale of any of our products. For the sale of digital products, including subscription access to the Platform, We will charge Your credit or debit card when the product is made available to You for use. For any questions, concerns, or disputes, You agree to contact Us in a timely manner at the following: email@example.com.
If You are unhappy with anything You have purchased on our Platform, You may contact Your account representatives, file a ticket as described in the help documentation, or reach out to Us at firstname.lastname@example.org and We will promptly work with You to resolve the issue.
11) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
- a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Platform or Services;
- b) Violate the security of the Platform or Services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
12) DATA LOSS
The Company does not accept responsibility for the security of Your account or content. You agree that Your use of the Platform or Services is at Your own risk.
You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold Us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Your use or misuse of the Platform or Services, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
14) SPAM POLICY
You are strictly prohibited from using the Platform or any of the Company's Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
15) THIRD-PARTY LINKS & CONTENT
The Company may occasionally post links to third party platforms or other services. You agree that the Company is not responsible or liable for any loss or damage caused as a result of Your use of any third party services linked to from our Platform.
16) MODIFICATION & VARIATION
The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Platform and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.
- a) To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
- b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of the Platform after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.
- c) In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.
17) NOTARIZATION SPECIFIC TERMS
As part of the Services and activities conducted on the Platform You may be entitled to receive communications in a paper format. By agreeing to these terms You consent to receive those notices and other documents in an electronic form. You may contact Us to withdraw this consent, however due to the nature of this product and industry, Astrean will not be able to furnish additional Services absent electronic communication consent. Additionally, as covered by applicable regulation and law, You acknowledge that other activities can be conducted electronically to include, but not limited to: access documentation, acknowledge Your signature, be placed under oath, affix notary stamps, communicate via an internet-based audio/video service, maintain short-form journals, and download existing records.
Use of the Platform necessitates capture of an audio/video record of the notary act for legal compliance. Use of the Platform represents consent for Astrean to record and retain that record for regulatory and legal purposes as covered by applicable law. To the extent that other parties use the Platform as part of this Service during the notary act, You represent to Us, on their behalf consent of the same and that their participation meets all applicable laws and statutes.
Further, You confirm that You are competent and legally authorized to perform the notarial acts being conducted; that Your use of the Platform is willing and without duress or coercion; and that all information provided and intent in using the Platform is truthful, accurate, and complete. If You perform any Services through the Platform, You acknowledge and agree that (I) You are commissioned by and operate in the state or commonwealth in which You are commissioned/licensed pursuant to such state's or commonwealth's applicable notary law; (ii) You perform the Services solely by virtue of such laws; (iii) You are explicitly invoking Your authority under the applicable notary laws, irrespective of the geographic location of the person or entity requesting Your performance of the Services (or that of the actual signatory) at the time of the Services, and agree that the notarization may proceed under and will be governed by the applicable laws of such state; and (iv) You are performing the requested notarizations in Your state or commonwealth, regardless of whether the person or entity requesting Your performance of the Services (or that of the actual signatory) are accessing the Services from locations outside of that state or commonwealth. Astrean only provides You the ability to perform the Services and access to the Platform because You acknowledge and agree to the foregoing, and would not provide the Services or access to the Platform but for this acknowledgment and agreement.
18) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to any and all use of this Platform. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this Platform.
19) SERVICE INTERRUPTIONS
The Company may need to interrupt Your access to the Platform to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the Platform may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
20) TERM, TERMINATION & SUSPENSION
The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by contacting Us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect. Termination will not affect Your responsibilities to provide payment to Astrean, unless such affect is expressly authorized in this Agreement.
21) NO WARRANTIES
You agree that Your use of the Platform and Services is at Your sole and exclusive risk and that any Services provided by US are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Platform or Services will meet Your needs or that the Platform or Services will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information on the Platform or obtained through the Services. You agree that any damage that may occur to You, through Your computer system, or as a result of loss of Your data from Your use of the Platform or Services is Your sole responsibility and that the Company is not liable for any such damage or loss.
22) LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to You as a result of Your use of the Platform or Services, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount You paid to the Company in the last six (6) months. This section applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
23) GENERAL PROVISIONS:
- a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
- b) JURISDICTION, VENUE & CHOICE OF LAW: Through Your use of the Platform or Services, You agree that the laws of the State of Delaware shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between You and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Dane, Wisconsin. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
- c) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Dane. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Wisconsin. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
- d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
- e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
- f) NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
- g) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
- h) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
- i) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
- j) OUTSIDE THE UNITED STATES: If You access the Platform or use our Services while physically located outside the United States, You confirm to US: (i) that it is not illegal or prohibited in the jurisdiction where You are physically located to access and use the Platform or to obtain notarizations or other Services from US; and (ii) that the Document or Transaction pertains to a matter before a court, governmental entity, public official, or other entity located in the territorial jurisdiction of the United States, or involves property located in the territorial jurisdiction of the United States, or a transaction substantially connected with the United States.
- k) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email Us at the following address: email@example.com