Last Update: July 27, 2022

Remote Signature Service Terms

The website located at www.ruffo.com (the “Site”) is a copyrighted work belonging to Ruffo Sub Inc (together with its subsidiaries “Ruffo”, the “Company”, “us”, “our”, and “we”). Ruffo provides services to facilitate the execution of transaction documents for the purchase of real property located outside of the United States and operates a mortgage loan marketplace for the acquisition of real property located outside of the United States.

The Service Terms below (together with any additional terms incorporated by reference herein, the “Service Terms”) govern your use of the Remote Signature Services (as defined below) and are in addition to the terms, conditions and agreements set forth in the Terms of Use and Power of Attorney. In the event of any inconsistency between the Service Terms and the Terms of Use and/or Power of Attorney, the terms of the Service Terms shall prevail with respect to Remote Signature Services. Capitalized terms used in these Service Terms but not defined below are defined in the Terms of Use, the Power of Attorney or other agreement with us governing your use of the Services.

These Service Term are between you (“you”, “your” or “User”) and Ruffo and establish the terms that apply to you when you Remote Signature Services as defined below.

BY USING THE ANY OF THE REMOTE SIGNATURE SERVICES OR BY CLICKING “AGREE”, YOU INDICATE THAT YOUR ACCEPTANCE OF THE SERVICE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE SERVICE TERMS. THESE SERVICE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE REMOTE SIGNATURE SERVICES. YOU ARE ACCEPTING THESE SERVICE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE SERVICE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). We reserve the right to update and revise these Service Terms. We can change these Service Terms at any time, and if we do, we will make reasonable efforts to provide you with prior notice of any changes, but we also encourage you to check back to this Application frequently. Your continued use of the Application and the Remote Signature Services after any change to these Service Terms confirms your acceptance of any revisions or changes in newer versions. You should consult these Service Terms each time you access the Application to view any changes. These Service Terms were last modified on the date indicated above.

AS DESCRIBED BELOW (SECTION 9), THESE SERVICE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

1. Definitions

1.1Apostille Services” means the submission of a request for an apostille authentication before the office of the applicable Secretary of State with respect to a document notarized as part of the Notarization Services

1.2Attorney-in-Fact Services” means the performance by the Ruffo entity named in the Power of Attorney of its obligations explicitly set forth in clauses A., B. and C. of the Power of Attorney.

1.3Notarization Services” means the coordination of remote online notarization or in-person notarization of any Transaction Document by a notary in the United States selected by Ruffo.

1.4Power of Attorney” means that certain power of attorney to be granted by you in favor of the attorney-in-fact, substantially in the form attached as Exhibit A hereto.

1.5Remote Signature Services” means the Notarization Services, Apostille Services and Attorney-in-Fact Services.

1.6Transaction Documents” means any of the (i) the Power of Attorney, (ii) affidavit of single status, (iii) affidavit of income, (iv) affidavit of residency or (v) real estate option to purchase agreement, in each case, signed by you as part of the Remote Signature Services.

2. Remote Signature Services

2.1 Apostille and Notarization Services. Ruffo shall use commercially reasonable efforts in performing the Apostille Services and Notarization Services. In the event that you do not have a U.S. social security number and reside outside of the U.S. Ruffo will only provide Notarization Services using remote online notarization. Regardless of the notarization method, you are responsible for meeting the identity verification requirements of the jurisdiction where the notary who is notarizing your document is located. If you are not able to complete the notarization for any reason that are not directly the result of technical issues with Ruffo’s Application, Ruffo shall be entitled, at its discretion, to assess a fee for the work performed. In the event that you notarize any Transaction Document in any notarization session that is not coordinated by Ruffo, (1) Ruffo shall not be required to perform the Apostille Services or Attorney-in-Fact Services and may, at its sole discretion, cease to provide any additional Services and terminate your Account and (2) if Ruffo elects, at its sole discretion, to perform the Apostille Services, you shall be responsible for delivering the original notarized Transaction Documents to Ruffo, at the mailing address indicated by Ruffo. Ruffo shall not be liable for any delay in performing, or failure to perform the Apostille Services as a result of your delay in delivering, or failure to deliver, the original notarized Transaction Documents.

2.2 Attorney-in-Fact Services. If you contract the Attorney-in-Fact Services, the Ruffo entity named in the Power of Attorney shall provide the Attorney-in-Fact Services. Notwithstanding anything to the contrary in the Power of Attorney or the law governing the Power of Attorney, the Ruffo entity named in the Power of Attorney shall use commercially reasonable efforts in performing the Attorney-in-Fact Services.

3. Representations and Warranties. You represent and warrant, and agree with the Company that:

3.1 All consents, approvals, authorizations and orders necessary for the execution and delivery by you of the Service Terms and Power of Attorney have been obtained and you have full right, power and authority to enter into the Service Terms, Terms of Use and the Power of Attorney and to perform your obligations hereunder and thereunder.

3.2 The Service Terms, Terms of Use and Power of Attorney constitute valid and legally binding obligations, enforceable against you in accordance with their terms.

3.3 The execution, delivery and performance by you of the Service Terms and Power of Attorney and the consummation of the transactions herein and therein contemplated will not conflict with or result in violation under any law or statue, or order, rule or regulation of any court or arbitrator or governmental or regulatory agency, authority or body applicable to your or having jurisdiction over you or any of your property or assets; and no consent, approval, authorization, order, registration or qualification of or with any such court, governmental, regulatory or arbitral agency, authority or body is required for the performance by your of your obligations under the Service Terms, Terms of Use and Power of Attorney.

3.4 You are not currently the subject or the target of sanctions administered or enforced by the U.S. government (including without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”), nor are you located or resident in a country or territory that is the subject or the target of Sanctions prohibiting dealings with such country or territory (each, a “Sanctioned Country”). For the past five years, you have not engaged in, are not now engaged in, and will not engage in, any dealings or transactions (A) with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or (B) with any Sanctioned Country, in each case that was or is a violation of Sanctions.

3.5 You have not (i) made any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or are in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any unlawful rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit.

3.6 You have the power to submit, and pursuant to Section 9 hereto have, legally, validly and irrevocably submitted to, the Arbitration Agreement and have validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in before the ADR Provider.

4. Further Agreements. You covenant and agree with the Company that you will not directly or indirectly use the proceeds of a sale of the Property, or lend, contribute or otherwise make available such proceeds to any person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner, in each case that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

5. Indemnification. You agree to indemnify and hold Ruffo and its officers, directors, shareholders, predecessors, successors-in-interest, licensors, employees, agents, suppliers, subsidiaries and affiliates (collectively, the “Ruffo Parties”) harmless, including costs and attorneys’ fees, from any actual or threatened claim or demand made by any third party due to or arising out of (a) your use of the Remote Signature Services, (b) your violation of the Service Terms, Terms of Use or Power of Attorney, (c) your violation of any third party rights, including but not limited to any right of privacy or intellectual property rights, (d) your violation of applicable laws or regulations, or (e) your gross negligence or willful misconduct. Ruffo reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Ruffo. Ruffo will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

6. RELEASE. You hereby release and forever discharge the Ruffo Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Remote Signature Services.

7. DISCLAIMER.

THE APPLICATION, INCLUDING THE REMOTE SIGNATURE SERVICES, IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND THE RUFFO PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. USE OF THE APPLICATION AND THE REMOTE SIGNATURE SERVICES IS AT YOUR OWN RISK. THE RUFFO PARITES MAKE NO WARRANTY THAT THE APPLICATION OR THE REMOTE SIGNATURE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APPLICATION IS DOWNLOADED AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOR COMPUTER SYSTEN OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE OF THE APPLICATION. THE APPLICATION MAY BECOME INACCESIBLE OR IT MAY NOT FUNCTION PROPERTLY WITH YOUR WEB BROWSER, MOBILE DEVICE OR OPERATING SYSTEM. THE RUFFO PARTIES ARE NOT LIABLE FOR ANY PERCEIVED OR ACTUAL DAMAGES ARISING FROM THE CONTENT, OPERATION OR USE OF THE APPLICATION OR THE REMOTE SIGNATURE SERVICES. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE APPLICATION, INCLUDING THE REMOTE SIGNATURE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUR APPLICATION, OUR CONTENT, THE COMMUNITY CONTENT, OR OTHERWISE AVAILABLE THROUGH OUR APPLICATION WILL CREATE ANY WARRANTY REGARDING RUFFO OR OUR APPLICATION, INCLUDING THE REMOTE SIGNATURE SERVICES, THAT IS NOT EXPRESSLY STATED IN THESE SERVICE TERMS. YOU USE OUR APPLICATION, INCLUDING OUR REMOTE SIGNATURE SERVICES, AT YOUR OWN DISCRETION AND RISK. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO OUR APPLICATION, YOUR DEALINGS WITH ANY OTHER PERSON ON OUR APPLICATION OR THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING ANY COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH OUR SERVICES), OR THE LOSS OF DATA THAT MAY RESULT FROM THE USE OF OUR APPLICATION, INCLUDING ANY THE REMOTE SIGNATURE SERVICES, OR THE USE OF ANY OF OUR CONTENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

RUFFO EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN OUR APPLICATION, INCLUDING OUR REMOTE SIGNATURE SERVICES, OR THE CONTENT, INCLUDING THE INACCURACY OR INCOMPLETENESS OF ANY SUCH FINANCIAL INFORMATION RECEIVED FROM THIRD PARTIES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL AFFECT WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.

8. Limitation on Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE RUFFO PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE SERVICE TERMS, TERMS, POWER OF ATTORNEY OR YOUR USE OF, OR INABILITY TO USE, THE APPLICATION, INCLUDING THE REMOTE SIGNATURE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE APPLICATION OR USER ACCOUNT OR INFORMATION CONTAINED THEREIN; ANY ERROR, MISTAKES OR INACCURACIES OF CONTENT; ANY UNAUTHORIZED ACCESS TO OUR USE OF THE COMPANY’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APPLICATION; ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE APPLICATION; ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE APPLICATION; AND/OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. ACCESS TO, AND USE OF, THE APPLICATION IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF THE RUFFO PARTIES TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE REMOTE SIGNATURE SERVICES, THE SERVICE TERMS AND/OR THE POWER OF ATTORNEY (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL NOT EXCEED THE GREATER OF THE COST OF THE REMOTE SIGNATURE SERVICES PAID BY YOU OR $100.00. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE REMOTE SIGNATURE SERVICES, THE SERVICE TERMS AND/OR THE POWER OF ATTORNEY.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Ruffo and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

9.1 Counterparts. Applicability of Arbitration Agreement. If you are not a resident of the United States or you are currently on active duty status outside the United States, this Section 9 (Dispute Resolution) will only apply to you to the extent applicable law in your country of residence permits. In the interest of resolving disputes between you and Ruffo in the most expedient and cost-effective manner, you and Ruffo agree that any dispute arising out of or related to these Service Terms, your use of the Remote Signature Services or a breach thereof will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Service Terms or your use of the Remote Signature Service Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Service Terms. Further, you agree to bring any claims regarding Ruffo in your individual basis. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE SERVICE TERMS, YOU AND RUFFO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THIS SECTION 9 WILL APPLY TO YOU AND RUFFO UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 9.1). YOU CAN OPT OUT OF THE ARBITRATION AGREEMENT SET FORTH IN THIS SECTION 9 BY EMAILING SUPPORT@RUFFO.COM NO LATER THAN THREE (3) DAYS FROM THE DATE YOU AGREE TO THESE SERVICE TERMS AND EXPRESSLY STATING IN SUCH EMAIL YOUR ELECTION TO OPT OUT OF THE ARBITRATION AGREEMENT.

9.2 Exceptions. Despite the provisions of Section 9.1 nothing in these Service Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive relief in a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim.

9.3 Notice Requirement and Informal Dispute Resolution. Before a party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) to the other party, on an individual basis, within the applicable statute of limitations period describing the (1) nature and basis of the claim or dispute, (2) set forth the specific relief sought and (3) if you are sending the Notice to Ruffo, include your name and address (“Demand”). A Notice to the Company should be sent to: 2261 Market Street #4498, San Francisco, California 94114 or by email to legal@ruffo.com. After the Notice is received, you and Ruffo may attempt to resolve the claim or dispute informally. If you and Ruffo do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.

9.4 Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms (including the Service Terms). The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in Wilmington, Delaware unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

9.5 Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

9.6 Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

9.7 Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms of Use and the Service Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

9.8 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Ruffo in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE RUFFO WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

9.9 No Class Actions. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ., WHICH ARE NOT COVERED BY THIS SECTION 9 (DISPUTE RESOLUTION)). Unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

9.10 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

9.11 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

9.12 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

9.13 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company.

9.14 Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court in the United States.

9.15 Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

9.16 Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Wilmington, DE, for such purpose.

10. General Provisions.

10.1 Governing Law. The Service Terms are governed by the law of the State of Delaware, without regard to conflict of laws principles.

10.2 Term and Termination. The Service Terms will remain in full force and effect until the termination of the Power of Attorney. Sections 3 through 10 of the Service Terms shall survive termination of the Service Terms.

10.3 Force Majeure. Ruffo shall not be in breach of the Service Terms or Power of Attorney nor liable for delay in performing, or failure to perform, any of its obligations under the Service Terms or Power of Attorney if such delay or failure result from events, circumstances or caused beyond Ruffo’s reasonable control. In such circumstances Ruffo shall be entitled to a reasonable extension of the time for performing such obligations.

10.4 Authoritative Version of the Service Terms. The Service Terms are drawn up a in English. Other language versions of the Service Terms are provided for information purposes only. In the event of any inconsistency between different linguistic versions, the original version shall always prevail.

10.5 Delivery of Documents to Third Parties. You expressly authorize Ruffo to deliver to the person and/or organization that initiated the request for Remote Signature Services copies of any Transaction Document. YOU CAN OPT OUT OF DELIVERY TO THE PERSON AND/OR ORGANIZATION THAT INITIATED THE SERVICES REQUEST BY EMAILING SUPPORT@RUFFO.COM AND STATING IN SUCH EMAIL YOUR ELECTION TO OPT OUT OF DELIVER TO SUCH PERSONS. ANY SUCH REQUEST SHALL TAKE EFFECT FIVE (5) BUSINESS DAYS FROM THE DATE OF RECEIPT BY RUFFO OF SUCH EMAIL NOTICE.

10.6 Electronic Communications. The communications between you and Company use electronic means, whether you use the Application or send us emails, or whether Company posts notices on the Application or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.7 Contact Information. All communications related to the use of the Application or the Remote Signature Services must be sent to the contact below:

Data Compliance Officer
Address:
2261 Market Street #4498
San Francisco, California 94114
Telephone: (877) 468-5261
Email: support@ruffo.com




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