Business Terms for illuminote
Digital Assent Registry & Clearinghouse by illuminote
updated 2/25/2024 – APE, Legal & Compliance
Master Platform-as-a-Service Agreement
Introduction
The Digital Assent Registry and Clearinghouse by illuminote (“DARCi”) is a platform for digitally manifesting, registering, authenticating, and managing legal assent.
This Master Platform-as-a-Service (PaaS) Agreement is entered into by and between illuminote, Inc. a California corporation with its principal place of business at Suite 100, 1160 North Dutton Avenue, Santa Rosa, California, 95401, and each user of DARCi.
“This Master PaaS Agreement” specifically includes and incorporates each other document and record referenced herein (as well as any documents or records referenced therein, and so on), each of which, as may be amended and updated in whole or in part by illuminote from time to time, is and shall remain a part of DARCi Record 1, publicly accessible at https://www.illuminote.io/MPA.
Please read the terms of This Master PaaS Agreement in their entirety. By using DARCi, you agree that the terms of This Master PaaS Agreement make a legally binding agreement between you and illuminote. If you do not agree to the terms of This Master PaaS Agreement, then you do not have permission to use DARCi.
DARCi Definitions
The following definitions apply to this Master PaaS Agreement and all use of DARCi:
To “assent” means to agree, approve, or authorize a set of terms, intending the terms to be legally enforceable against oneself or one’s property.
A “manifestation of assent” is an outward display of one’s assent, used to communicate, preserve, and evidence that assent to others. Historically, assent has been manifested through gestures, utterances, and writings. DARCi allows users to communicate, preserve, and evidence assent digitally.
A “document” is a static, 2 dimensional, human-readable image; it can be physical (e.g., paper) or electronic (e.g., PDF).
A “DARCi Doc” is a PDF document generated by DARCi for registration on DARCi in connection with the use of a DARCi application.
An illuminote document number, or “IDN”, is the 16-digit alphanumeric identifier assigned by DARCi to each DARCi Doc.
To “register” a document is to complete the creation, execution, and upload, through an illuminote registrar, of a DARCi Doc. (For use of the word, “register,” in the context of DARCi Records, see the terms of individual DARCi applications.)
An illuminote “registrar” is a user who has been granted permission to facilitate the registration of documents and data to DARCi, in conjunction with the performance of specified official duties.
An “illuminotary” is a specific type of illuminote registrar who is a duly-commissioned notary public and performs their illuminote registrar duties in conjunction with the performance of those official duties.
A “DARCi Record” is a defined collection of related data and documents, associated through a DARCi application using a DARCi number.
License
Each user is granted a limited license to use DARCi exclusively for its intended purposes as expressly set forth in This Master PaaS Agreement, consistent with the applicable user role and application.
Liability
All users understand that DARCi provides them and other users with a platform for digitally manifesting, registering, authenticating, and managing assent.
All users understand and agree that each user is independently responsible for its own submission or accessing of data or documents using DARCi.
illuminote shall be liable only for its own errors or omissions; illuminote shall not be liable for any errors, omissions, or actions of DARCi’s users.
Limitation on Liability – as between illuminote and each user of DARCi: in no event shall (i) either party’s liability arising out of or related to this agreement, whether in contract, tort, or under any other theory of liability, exceed in the aggregate the total fees paid or owed by user hereunder during the twelve (12) months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident), and (ii) either party have any liability to the other for any lost profits or revenues or for any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, however caused, whether in contract, tort, or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.
Limitation on Liability – as between users of DARCi: in no event shall this Master PaaS Agreement be construed to limit or expand any liabilities or remedies otherwise available under applicable law as between users.
Warranties
All users warranty that they are using DARCi exclusively for its intended purposes as expressly set forth in This Master PaaS Agreement, consistent with the applicable user role and application, and that they will be forthright and honest in all activities and dealings set forth herein or reasonably contemplated to arise herefrom.
Users
User Roles
DARCi has four types of users: personal, professional, registrar, and business.
1. Personal
A personal user interacts with DARCi in an individual capacity (1:1 relationship), such that each personal user on DARCi represents one, and only one, human being, and each human being represents one, and only one, user. Further terms governing the personal use of DARCi can be found at DARCi Record 1.611.
2. Professional
A professional user, also known as a DARCi Pro, is a DARCi user who illuminote has confirmed as holding a professional license of a type and within a jurisdiction recognized by illuminote. Further terms governing the professional use of DARCi can be found at DARCi Record 1.612.
3. Registrar
A registrar is a DARCi user who has been granted permission from illuminote to facilitate the registration of documents and data to DARCi in conjunction with the performance of specified official duties.
4. illuminotary
An illuminotary is a DARCi user whom illuminote has confirmed as a duly-commissioned notary public and who performs illuminote registrar duties in conjunction with the performance of their notarial duties. Further terms governing illuminotaries can be found at DARCi Record 1.6131.
5. Business
A business user must be an approved business entity. The terms governing business access to DARCi can be found at DARCi Record 1.614.
Relationships between Users
Trusted Persons
1. Inviting Trusted Persons
A user can invite another person to become one of the user‘s trusted persons by providing an email for the trusted-person-to-be. If the email provided is associated with an existing user, then that user will be invited to become a trusted person for the inviting user. If the email provided is not associated with an existing user, then an invitation will be sent to that email address, from which the recipient can either become a user or, if already a user, add the email address to their existing profile.
A trusted person invitation is not reciprocal; it only works one-way. If Ann invites Ben to be her trusted person and Ben accepts, then Ben becomes one of Ann’s trusted persons; this does not make Ann a trusted person for Ben. If Ben wants Ann to become one of his trusted persons, then he must invite her, and she must accept that invitation.
Following the acceptance of a trusted person invitation, the trusted person’s full name and contact information will be accessible to the inviting user. To avoid mistaken invitations and the mistaken sharing of personal information, it is very important that a user promptly verifies that the information for all new trusted persons matches the user’s expectations.
2. Permissions of Trusted Persons
A trusted person will be able to view
- the inviting user’s full name and contact information,
- the full name and contact information of the inviting user’s trusted persons,
- the full name, contact information, and licensure of the inviting user’s trusted professionals, and
- specified data associated with any DARCi application used by the inviting user.
3. Notifications to Trusted Persons
By default, a trusted person will be notified of the following:
- any change to the inviting user’s contact information,
- the title, date, and IDN of any document executed by the inviting user, and
- specified notifications pertaining to any DARCi application used by the inviting user.
4. Removal of Trusted Persons
A user may remove a trusted person at any time, immediately ending all permissions and notifications. The former trusted person will receive notification of the removal.
5. Resignation of Trusted Persons
A user may resign from trusted person status for another user at any time, immediately ending all permissions and notifications. The trusting user will receive a notification of the resignation.
Trusted Professionals
A user may associate itself with a DARCi Pro for the purposes of providing notifications and permissions through DARCi.
1. Nature of Association
illuminote has specifically chosen the term, “association,” instead of “relationship,” to highlight the difference between the two and avoid any confusion. DARCi associates users and professionals only for the purposes of providing notifications and permissions through the system.
The association of a professional as a user’s trusted professional relates only to notifications and permissions through DARCi. A professional-client relationship or privilege, if any, can only be established between a professional and client separate and apart from an association through DARCi. For example, an attorney’s acceptance of a user’s association as a trusted professional does not, in and of itself, create an attorney-client relationship, impose attorney-client ethical obligations on the attorney, nor create an attorney-client privilege.
Finally, the association of a professional as a user’s trusted professional does not impose any duty on the professional to take any action in response to any notifications. Any such duty can only be created between the professional and client, separate and apart from any association through DARCi.
2. Forming the Association
A user can invite a professional to become one of the user’s trusted professionals by providing an email for the trusted-professional-to-be. If the email provided is associated with an existing DARCi Pro, then that DARCi Pro will be invited to become a trusted professional for the inviting member. If the email provided is not associated with an existing DARCi Pro, then an invitation will be sent to that email address, from which the recipient can either begin the process of becoming a DARCi Pro or, if already a DARCi Pro, add the email to their existing profile.
Following the acceptance of a trusted professional invitation, the trusted professional’s full name, contact information, and licensure information will be accessible to the inviting user. To avoid mistaken invitations and the mistaken sharing of personal information, it is very important that an inviting user promptly verifies that the information for all new trusted professionals matches the inviting user’s expectations.
3. Trusted Professional Permissions
A trusted professional will be able to initiate the registration of new records and documents on behalf of any user with whom the trusted professional is associated. Only the associated user can complete the registration.
A trusted professional will be able to view
- the associated user’s name and contact information,
- the name and contact information of the associated user’s trusted persons, and
- the name, contact information, and licensure of the associated user’s trusted professionals, and
- specified data associated with any DARCi application used by the inviting user.
4. Trusted Professional Notifications
By default, a trusted professional will receive notification of the following:
- any change to an associated user’s contact information,
- the title, date, and IDN of any document executed by the associated user and registered on DARCi, and
- specified notifications pertaining to any DARCi application used by the inviting user.
5. Removal of Trusted Professional
A user may remove the association with a trusted professional at any time, immediately ending all permissions and notifications. The former trusted professional will receive notification of the removal.
6. Resignation of Trusted Professional
A DARCi Pro may resign from trusted professional association with a user at any time, immediately ending all permissions and notifications. The user will receive notification of the resignation.
Applications
Trust Records
A trust can be registered on DARCi. During registration, the trust will be assigned an alphanumeric DARCi record number. The DARCi record number is intended to be used in titling trust assets, to put the world on notice that the trust’s Trust Cert Data can and should be verified through DARCi. The full terms of DARCi’s trust application are set forth at DARCi Record 1.71.
Data
User Data
“User Identity” means the association of a DARCI-generated user id to the name of a human person. User Identity
“User Contact Data” means the association of a User ID to a specific email address or phone number. User Contact Data shall remain confidential and shall be accessible by, or disseminated to, third parties through DARCi only as expressly provided in DARCi Record 1. User Contact Data remains the property of the user who submitted the data and shall be removed from DARCi on demand from the user.
User Documents
In operating as a platform for digitally manifesting, registering, authenticating, and managing legal assent, DARCi will come into custody of two kinds of documents: (1) Pre-existing documents uploaded by users for incorporation into DARCi Docs shall remain the property of the user who uploaded them until they are removed from DARCi, which removal shall occur at the earlier of either the completed registration of the DARCi Doc into which the document is to be incorporated or thirty (30) days. (2) The ownership and retention of DARCi Docs shall be set forth in the terms of the applicable DARCi application.
Application Data
“Application Data” means user-generated data collected during the compilation or maintenance of a DARCi record pursuant to a specific DARCi application.
DARCi Logs
DARCi may create and maintain logs of all user activity on the platform, including but not limited to the date, time, and IP address of any login, the initiation and registration of any documents, and any upload of or inquiry about Application Data, as well as logs of all notifications sent to all users, trusted persons, and trusted professionals. This data set is what is meant by “DARCi Logs”.
All DARCi Logs are the property, and business records, of illuminote. As such, except as otherwise provided in This Master PaaS Agreement, illuminote retains the right to either retain the data indefinitely or dispose of it, in illuminote’s sole discretion.
Administrative Provisions
Dispute Resolution
If a situation arises that is not covered by This Master PaaS Agreement, or if an ambiguity arises regarding the application of This Master PaaS Agreement, illuminote’s interpretation of This Master PaaS Agreement and resolution of the ambiguity shall be final. In every case of such a situation or ambiguity, illuminote will publish the anonymized details of the situation or ambiguity, along with illuminote’s interpretation or resolution and full reasoning in support, to DARCi Record 1.911.
If a dispute arises between a user and illuminote, the parties agree to be bound by California law and to exclusive jurisdiction and venue in the Superior Court of California in and for the County of Santa Clara.
Changes to DARCi
illuminote may, in its sole discretion, make any changes to DARCi that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of DARCi’s platform to its users, (b) the competitive strength of, or market for, DARCi’s platform, (c) DARCi’s cost efficiency or performance, or (ii) to comply with applicable law.
Software Restrictions
User will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to DARCi; (ii) modify, translate, or create derivative works based on DARCi; (iii) use DARCi for timesharing or service bureau purposes or other computer service to a third party; (iv) modify, remove, or obstruct any proprietary notices or labels; or (v) use DARCi in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with DARCi.
Security
illuminote may, from time to time, host and/or maintain DARCi using a third party technology service provider and user acknowledges that illuminote cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service.
Non-assignment
Neither party may assign this agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets, or similar transaction. illuminote may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third party technology provider that provides features or functionality in connection with DARCi shall not be deemed a sublicensee under this agreement.
Force Majeure
Illuminote is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions, acts of hackers, internet service providers, or any other third party, or the acts or omissions of users.
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D.A.R.C.i. Trust Application
Introduction
The Digital Assent Registry and Clearinghouse by illuminote (“DARCi”) is a platform for digitally manifesting, registering, authenticating, and managing legal assent.
This document, which sets forth the terms that are specific to DARCi’s trust application, is part of DARCi Record 1.71, which is, itself, part of DARCi Record 1: the Master Platform-as-a-Service (“PaaS”) Agreement, entered into by and between illuminote, Inc. a California corporation with its principal place of business at Suite 100, 1160 North Dutton Avenue, Santa Rosa, California, 95401, and each user of DARCi.
This DARCi Record 1.71 is included and incorporated into DARCi Record 1 and, itself, includes and incorporates any document or record referenced herein (as well as any document or record referenced therein, et c.), each of which, as may be amended and updated in whole or in part by illuminote from time to time, is and shall remain a part of DARCi Record 1, publicly accessible at https://www.illuminote.io/MPA. The totality of DARCi Record 1 is also referred to as “This Master PaaS Agreement.”
Please read the terms of This Master PaaS Agreement in their entirety. By using DARCi, you agree that the terms of This Master PaaS Agreement make a legally binding agreement between you and illuminote. If you do not agree to the terms of This Master PaaS Agreement, then you do not have permission to use DARCi.
Trust Definitions
A “trust” is a relationship in which one person holds title to property, subject to an obligation to keep or use the property for the benefit of another.
The person who establishes the trust and sets the terms is commonly referred to as a settlor, grantor, trustor, or principal; illuminote identifies this role as “settlor.”
The person(s) holding title to the trust property is/are the “trustee(s).”
The term, “Trust Data,” includes Trust Cert Data, Trustee Succession Data, and Trust Documents.
The term, “Trust Cert Data,” refers to the following data set:
- the DARCi Record number of the trust,
- the name of the trust,
- the date the trust was established,
- the identity of the settlor(s) of the trust,
- the identity of the currently acting trustee(s) of the trust,
- the powers of the trustee(s),
- the revocability or irrevocability of the trust,
- if the trust is revocable, the identity of any person holding a power to revoke,
- the authority of co-trustees to sign or otherwise authenticate and whether all or less than all are required to exercise powers of the trustee,
- the trust’s taxpayer identification number,
- the manner of taking title to trust property, and
- the date and IDN of the trust’s most recently registered certification of trust.
DARCi also collects and maintains data regarding successor trusteeship. The term, “Trustee Succession Data,” refers to the following data set:
- identity of next successor trustee(s),
- succession schema, and
- trustee incapacity standard.
“Trust Documents” include all DARCi Docs registered to the Trust Record.
A “Certification of Trust” is a DARCi Doc that sets forth and attests to the accuracy of the Trust Cert Data. It must be executed by all trustees.
A “Registration Amendment” is the DARCi Doc whereby a revocable trust is registered on DARCi. It (1) recites the history of the trust, (2) confirms the Trust Cert Data, (3) amends the trust to register it on DARCi and to require registration of any subsequent document affecting the terms of the trust or trusteeship. A DARCi Registration Amendment must be executed by all settlors.
The “Trust Record” is the full history of all Trust Cert Data, Trustee Succession Data, and Trust Documents
Trust Application Requires Subscription
A separate subscription agreement is required before a trust can be registered to DARCi as a Trust Record.
Any trustee (or settlor of a revocable trust) can initiate a Trust Record subscription, and payment may be made by any trustee (or settlor of a revocable trust).
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Registration of Trust
A trust can be registered on DARCi by all trustees and, if the trust is revocable, all settlors.
Trust registration is initiated by a user–who must be either a settlor of the trust, a trustee of the trust, or a trusted professional of a settlor or trustee of the trust–uploading the Trust Cert Data, Trustee Succession Data, and all pre-existing documents that set forth the terms of the trust.
Registration is completed by the illuminotarization of the resulting Certification of Trust by all trustees and, if the trust is revocable, the resulting DARCi Registration Amendment by all settlors.
Modifications to Trust Record
A Trust Record can only be modified in connection with the registration of a new Trust Document. From the trust dashboard, DARCi provides for new Trust Documents in the form of an Acknowledged Document or an Affidavit.
The Acknowledged Document option is for registering subsequent trust documents that, themselves, are to be executed by settlor(s) or current trustee(s) (e.g., a trust amendment or resignation of trustee). The user uploads a PDF for execution and acknowledgment, which DARCi incorporates into a Trust Document for illuminotarization by acknowledgment.
The Affidavit option is for registering subsequent documents that effect the terms or trusteeship of the trust which have already been executed by someone other than the settlor(s), current trustee(s), or successor trustee(s) that are registering them (e.g., a death certificate or letter of incapacity). The user uploads a PDF affidavit for execution and jurat, along with a PDF of the document being authenticated, all of which DARCi incorporates into a Trust Document for illuminotarization by jurat.
Anytime either of the above Trust Documents are initiated, all Trust Cert Data must be verified and updated and, concurrently or after the resulting Trust Document is illuminotarized, a new Certification of Trust must be executed by all current trustees and illuminotarized. If such resulting Trust Document has been illuminotarized, but the corresponding Certification of Trust has yet to be illuminotarized, that shall not affect the validity of the resultingTrust Document, which shall nevertheless be considered illuminotarized as required by the Registration Amendment. However, if the trust portal is accessed or the Trust Record is queried during such time, DARCi will not provide or authenticate any Trust Cert Data and will inform the accessing or inquiring party, “DARCi does not have a current certification of trust and is, therefore, unable to verify the status of this trust.”
Permissions
Trust Cert Data
Business and professional users can search Trust Cert Data by settlor name, trust name, or DARCi Record number. Anytime that a Trust Cert Data is searched by anyone, all settlors and current trustees of the trust will receive notification of the fact of the search and identity of the searcher.
Trustee Succession Data
Trustee Succession Data for a given trust can be accessed by settlor(s) and their associated DARCi Pros, current trustee(s) and their associated DARCi Pros, and successor trustee(s) and their associated DARCi Pros.
Trust Documents
Trust Documents can be accessed through the trust dashboard by each settlor, each trustee, and the trusted professional(s) of each settlor or trustee.
Notifications Regarding Modifications to Trust Record
Any time a new Trust Document is registered to the Trust Record, notifications, including the document title, IDN, and date of registration, will be issued to all trusted persons and trusted professionals of each settlor of the trust.
Termination of Trust Record
From the trust dashboard, DARCi provides two DARCi Docs for terminating a trust record: a Termination Certification or Trust De-registration.
The Termination Certification is for use whenever a subsequent trust document evidences or effectuates the termination of a registered trust. It shall be executed by all trustees in office at the time of termination and illuminotarized. Thereafter, if the trust portal is accessed or the trust’s DARCi number is queried, DARCi will inform the accessing or inquiring party, “This trust has been terminated and is no longer in effect.”
The Trust De-registration document is for use whenever a revocable trust’s settlor(s) want(s) to de-register the trust. It must be executed by all settlors and illuminotarized. Thereafter, if the trust portal is accessed or the trust’s DARCi Record is queried, DARCi will inform the accessing or inquiring party, “This trust has been de-registered by the settlor(s).”
Retention of Trust Data
Upon termination of the Trust Record, no further data regarding the trust will be available through DARCi beyond the specific query responses set forth above. For thirty (30) days following termination of the Trust Record, illuminote will provide a means for each trustee and each settlor to download a full copy of the Trust Record free of charge. Upon termination of the Trust Record, illuminote will remove all Trust Data from DARCi to a private server, where illuminote will escrow the Trust Data for a period of five (5) years, after which the Trust Data will be permanently deleted from all illuminote systems.
