eSignSystems, a division of Wave Systems Corp. (“Wave”, “we” or “us”), provides electronic signature and document storage services to certain banks, financial institutions and other entities with whom you may wish to enter into transactions ("Businesses"). As part of these services, we offer to provide to those Businesses, and customers of those Businesses such as you, the PKI digital signature certificate services described below (collectively, “SmartIdentity Services").

Set forth below are the terms and conditions (the “Terms”) upon which you may obtain and use the SmartIdentity Services. Please read these Terms carefully. If you do not agree to all of these Terms, you may not use the SmartIdentity Services.

Verification of Identity. In order to use the SmartIdentity Services to obtain a digital signature certificate (“Certificate”) you must complete the identity verification process provided on the web pages following these Terms. You will be asked to provide to us certain information and we will have Equifax Secure, Inc. (“Equifax”) attempt to verify that information by comparing it with that contained in your credit file with Equifax or to which Equifax has access. If your identity can not be verified using this process, you will be transferred to an off-line manual identification process. The foregoing procedures are referred to in these Terms as the “Identification Process”.

You acknowledge and understand that you will be asked to provide personal information for the Identification Process and you consent to the use by Equifax of that information and of your credit file for the Identification Process. Wave will have access to the information that you provide which, as set forth below, will be treated in accordance with the eSignSystems Services Privacy Statement. Wave will not have access to or be provided with any information in your credit file. Equifax provides Wave only with an authentication result of the consistency between the information that you provide and the information contained in your credit file. Wave shall have no responsibility or liability for the results of the Identification Process or for any act or omission of Equifax in connection with the Identification Process.

Wave shall have sole discretion in determining the verification of your identity as a result of the Identification Process and makes no warranty or guaranty that your identity will be verified or that you will be eligible to obtain a Certificate.

Certificates. If and when you have successfully completed the Identification Process, you may be eligible to obtain a Certificate. Certificates are provided and serviced by Wave and GeoTrust, Inc. (“GeoTrust”). Your use of them is subject to these Terms as well as the Enterprise Certificate Practice Statement (the “CPS”), which should be reviewed by clicking on the highlighted links. By agreeing to these Terms or obtaining or using any Certificate, you agree to all of the provisions in the CPS applicable to “Applicants” and “Subscribers.” We agree to use commercially reasonable efforts to perform the limited services expressly identified for “Wave” in the CPS. Wave shall have no responsibility or liability for your ability or inability to obtain or use a Certificate or for any obligations, representations, warranties, acts or omissions of GeoTrust.

Privacy. Wave will treat any information it collects from you in connection with the SmartIdentity Services in accordance with the eSignSystems Services Privacy Statement which you should review using the following link (http://www.eSignSystems.com/services_privacy.html).

Disclaimer of Warranties; "AS IS". THE SMARTIDENTITY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IN ADDITION TO ANY PROVISIONS OF THE CPS WHICH OTHERWISE DISCLAIM WARRANTIES ON BEHALF OF WAVE, WAVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WAVE MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (A) THE SMARTIDENTITY SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR ARE OR WILL BE SECURE AND FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE SMARTIDENTITY SERVICES WILL BE ACCURATE OR RELIABLE; (C) THE SMARTIDENTITY SERVICES, OR ANY PORTION THEREOF, COMPLY WITH ANY OR ALL FEDERAL, STATE OR OTHER LAWS PERTAINING TO DIGITAL OR ELECTRONIC SIGNATURES; (D) ANY OR ALL AGREEMENTS, INSTRUMENTS OR OTHER DOCUMENTS ENTERED INTO USING THE SMARTIDENTITY SERVICES WILL BE VALID, BINDING OR OTHERWISE LEGALLY EFFECTIVE; AND/OR (E) THE SMARTIDENTITY SERVICES OR TRANSACTIONS ENTERED INTO USING THE CERTIFICATES WILL BE FREE FROM FRAUD, MISREPRESENTATION AND/OR MANIPULATION.

Limitation Of Liability. IN ADDITION TO ANY PROVISIONS OF THE CPS OTHERWISE LIMITING WAVE’S LIABILITY, IN NO EVENT SHALL WAVE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO OR INABILITY TO ACCESS, OR USE OF, ANY CERTIFICATE OR THE SMARTIDENTITY SERVICES, EVEN IF WAVE WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE AND/OR EVEN IF ANY REMEDY AVAILABLE TO YOU FAILS OF ITS ESSENTIAL PURPOSE. THIS LIMITATION ON LIABILITY APPLIES TO, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY DISABLING DEVICE OR VIRUSES WHICH MAY INFECT YOUR EQUIPMENT OR SYSTEM, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, UNAUTHORIZED ACCESS, THEFT, BODILY INJURY, PROPERTY DAMAGE, OPERATOR ERRORS, OR ANY FORCE MAJEURE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY IN SOME CIRCUMSTANCES. ACCORDINGLY, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOUR USE OF THE SMARTIDENTITY SERVICES IS PROVIDED BY US TO YOU ONLY FOR THE BENEFIT OF THE APPLICABLE BUSINESS THAT USES OUR SERVICES AND WE SHALL HAVE NO OBLIGATION OR DUTY TO YOU OTHER THAN AS SET FORTH HEREIN OR AS MAY BE REQUIRED BY LAW NOTWITHSTANDING THE FOREGOING.

Indemnification. In addition to any other indemnification rights Wave may have pursuant to the CPS, you agree to indemnify and hold harmless Wave from and against any and all liability, claims, causes of actions, losses, damages, costs and expenses, including but not limited to, attorneys fees, costs of suit, costs of investigation and costs of enforcement of this provision arising out of your breach of any of these Terms (including without limitation any terms of the CPS applicable to Subscribers and/or Applicants (each as defined therein)).

General. Wave may modify these Terms from time to time and at any time, such modifications to take effect immediately upon the posting thereof [on this site]. These Terms are severable to the extent any term is deemed invalid, illegal, or unenforceable. The failure of Wave to enforce any term or condition of these Terms shall not be deemed a waiver thereof and shall not prevent its later enforcement.

Wave shall not be liable or responsible if the SmartIdentity Services or your use of a Certificate are delayed, restricted or prevented by reason of any act of God, fire, natural disaster, war, act of government, strikes, unavailability of materials, labor, utilities (including Internet) or supplies or any other thing beyond the control of Wave.

These Terms shall be construed and governed exclusively by the laws of the Commonwealth of Massachusetts, excluding the application of its conflict of law provisions and rules. As between you and us, any dispute, controversy or claim arising out of or relating to the SmartIdentity Services or your use of a Certificate or a breach of these Terms shall be settled by arbitration before three neutral arbitrators (selected from a panel of persons having experience with and knowledge of the computer business), provided at least one of which arbitrators shall be an attorney, and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in Boston, Massachusetts. Any provisional or equitable remedy which would be available from a court of law shall be available from the arbitrators to the parties. Judgment upon the award of the arbitrators may be enforced in any court having jurisdiction thereof. The parties hereby consent to the non-exclusive jurisdiction of the courts of the Commonwealth of Massachusetts or to any Federal Court located within the Commonwealth of Massachusetts for any action (i) to compel arbitration, (ii) to enforce the award of the arbitrators or (iii) prior to the appointment and confirmation of the arbitrators, for temporary, interim or provisional equitable remedies, and to service of process in any such action by registered mail, return receipt requested, or by any other means provided by law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

Contact Information. If you have any questions regarding these Terms or the SmartIdentity Services, please contact us at 1-800-WAVE-NET or support@wavesys.com .

Acknowledgment. By clicking the "I Agree" icon you acknowledge (a) that you have read and understood these Terms as well as the CPS and the eSignSystems Services Privacy Statement and (b) that the Terms and CPS have the same force and effect as a signed agreement.