Template Service Description

Overview

The Template Service (“Template Service”) is a value-added service to ensure transactions are prepared with minimal human interaction and in a timely manner. This “Template Service Description” describes the Template Service in more detail. The performance of the Template Service is governed by the Proof General Terms (“General Terms”). Capitalized terms not otherwise defined have the meanings given in the General Terms, the Proof Glossary, or the Template Service Description. In the event that Subscriber has separately negotiated an agreement in lieu of the General Terms, that separately negotiated agreement shall govern the Template Service.

Approach and Activities for the Template Service

The following approach and activities are included within the scope of the Template Service. Not all activities will necessarily be performed.

 Scope

     •      Subscriber agrees to provide Proof with sample documents. Subscriber must remove all personally identifiable information and other sensitive information before              providing the sample documents to Proof. Proof is not liable for any personally identifiable information and other sensitive information that is not properly              removed.
             o  Subscriber will initiate a Template request via methods as designated by Proof from time to time and communicated to Subscriber (each a “Template                      Request”). “Templates” are standardized files formatted to automatically tag commonly used documents.
             o  Subscriber agrees to include any document tagging-specific execution requirements as part of the Template Request
     •      All sample documents provided to Proof must meet the following requirements:
             o  Must be a first generation or searchable .pdf file
             o  Proof will not accept scanned, non-searchable documents or any documents with handwritten information
     •      Subscriber will make a person reasonably available to answer questions regarding the sample documents to ensure Proof has the information necessary to              prepare the Template
     •      Standard tags and document requirements will be applied
     •      Proof will test each Template to ensure quality prior to Subscriber use
     •      Proof will upload Templates to Subscriber’s account and create the library of Templates. Subscriber grants Proof the right to enter Subscriber’s account for these              purposes.
     •      If Subscriber needs to make a change to a Template in the Template library, the Request for a modification will be treated as a Request for a new Template

How The Service Works

     •      Subscriber may Request additional Templates at any time
     •      Subscriber agrees to provide document samples
     •      Proof will apply standard tags as applicable
             o  Signer tags: signature, date, fill in here, and checkbox
             o  Notary tags: state, county, signature, commission expiration, seal, and disclosure
             o  Witness tags: signature, date, fill in here (Subscriber will provide specific instructions if witness tags are not to be used on documents that have a witness                  section)
     •      Proof will apply standard document requirements:
             o  Sign toggle will be used for all documents requiring action of the signer
             o  Annotation toggle will be used if document requires signer to fill in any information
             o  Notary toggle will be used if the document requires action from the Notary
             o  Witness toggle will be used if a witness section is part of the document (unless specifically directed differently by the Subscriber)
     •      Proof will perform final testing in testing environment against provided sample documents to ensure quality
     •      Proof will import created Templates into the Subscriber’s account creating a library of Templates

Disclaimer

Proof is not responsible for accuracy or completeness of the contents of the document, or anything outside of the described Template Service. Service levels exclude files placed on hold due to nonstandard submissions requiring external communication.

Warranty 

The Template Service will be performed in a professional and workmanlike manner.  Proof will operate and provide the Template Service during the business hours of 8 AM to 5 PM Eastern Time Monday to Friday using commercially reasonable efforts to resolve any issues related to the objectives outlined in this Template Service Description. For the avoidance of doubt, Proof does not warrant the results that may be obtained upon the completion of the Template Service or from Subscriber’s use of the Template Service. 

Ownership

Except for the rights expressly granted under this Template Service Description, Proof retains all right, title, and interest in and to the Template Service, including all related intellectual property rights. Proof will own all rights, title, and interest in any work product produced as part of the Template Service (“Work Product”), including all intellectual property rights. Proof grants to Subscriber a worldwide, non-exclusive, non-transferable, non-sublicensable right to use the Work Product solely for Subscriber’s internal business purpose and solely with the Template Service separately licensed.

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