CERTIFY AGREEMENT
THIS CERTIFY AGREEMENT (“Agreement”) is entered into, as of the last dated signature below, by and between CERTIFY Global Inc., a Delaware corporation, located as 1201 Seven Locks Road, Suite 214, Potomac, MD 20854 (“CERTIFY”), and (“Customer”), (each a “Party” and collectively the “Parties”).
This Agreement sets forth the terms and conditions under which CERTIFY will provide Customer with access to its platform for authentication and verification of information (“Platform”), and Customer will evaluate the Platform to determine whether it wishes to enter into a separate commercial agreement to implement the Platform at its facilities (“Commercial Agreement”). In consideration of the terms and conditions set forth in this Agreement, the Parties agree as follows.
PLATFORM LICENSE
To enable Customer to evaluate the Platform, CERTIFY grants Customer a non-exclusive, royalty-free license to use the Platform during the Evaluation, subject to the below provisions regarding CERTIFY’s Proprietary Information and Intellectual Property (as defined below) (the “License”).
Customer’s right to use the Platform for evaluation purposes does not include any right to copy, disclose, distribute, modify, or sublicense the Platform, including to any entity related in any way to Customer, or otherwise use the Platform in any way outside the scope of this Agreement. Further, Customer’s right to use the Platform does not extend to any evaluation of the source code, object code, or other code for the Platform (other than the code readily accessible through any web browser), unless the Parties otherwise agree.
COMPENSATION
Customer will provide CERTIFY with compensation that is set forth in the attached price schedule, unless the Parties otherwise mutually agree.
TERM
This Agreement is for 36-months or as long as utilization of the platform continues, whichever is greater.
Upon the termination of this Agreement, each Party will promptly return all of the other Party’s Propriety Information and/or Intellectual Property (as identified below), unless the Parties agree to the destruction of such materials.
Each Party will also promptly return all of the other Party’s platform, hardware, media, or other materials, unless the Parties agree to the destruction or other disposition of such materials.
NON-DISCLOSURE
The Parties acknowledge that, during the Evaluation, the Parties will likely disclose proprietary information regarding their products and services to each other, including information regarding the Parties’ computer programs, applications, interfaces, and code; documentation regarding the Parties’ computer programs, applications, interfaces, and code; and information regarding and the Parties’ patents, trademarks, copyrights, and trade secrets relating to such products and services (“Proprietary Information”). Proprietary Information includes the Parties’ computer programs, applications, interfaces, and code in any medium disclosed to the other Party. Such Proprietary Information will be subject to the Mutual Confidentiality and Non-Disclosure Agreement previously executed by CERTIFY Global Inc. and the Parties and will be considered confidential without any obligation to designate such information confidential.
INTELLECTUAL PROPERTY
The Parties own all right, title, and interest in the intellectual property in their respective products and services, including the Parties’ patents, trademarks, copyrights, and trade secrets relating to such products and services (“Intellectual Property”). The Parties own such Intellectual Property, whether or not expressly specified in this Agreement, and whether or not created before, during, or after the Term of this Agreement. No license or other right in such Intellectual Property is granted as a result of this Agreement, other than the licensing rights granted in this Agreement.
GENERAL
CERTIFY PROVIDES THE PLATFORM AND ANY DOCUMENTATION FOR THE PLATFORM TO CUSTOMER WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY (INCLUDING WARRANTY OF MERCHANTABILITY OF COMPUTER PROGRAMS), ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF INFORMATIONAL CONTENT, OR ANY WARRANTY OF ACCESSIBILITY. Neither Party will be liable to the other Party for any damages of any kind, including any lost profits, lost revenue, interruptions of business, or any other indirect, consequential, special, or punitive damages, whether based in contract or other causes of action (including negligence, strict liability, or otherwise), and whether or not advised of the possibility of such damages.
The Parties expressly waive any possible claims (including counter-claims, affirmative defenses, or other claims) relating in any way to this Agreement.
This Agreement may not be amended except by written agreement of the Parties.
This Agreement may be executed in multiple counterparts, all of which together will constitute a complete Agreement.
This Agreement constitutes the entire Agreement between the Parties pertaining to its subject matter, and supersedes all prior agreements, representations, and understandings between the Parties.
ACCEPTANCE OF TERMS
Certify Global Inc. (“CERTIFY”) owns this website (“Site”) and all of the services accessible through or described in the Site (“Services”). By using the Site or the Services, you agree to these Terms of Use. By using the Site or the Services on behalf of an organization, you agree to these Terms of Use on behalf of that organization. The term “you” and “your” refer to any person or organization who uses the Site or the Services.
All use of the Site or the Services must comply with these Terms of Use, unless you have entered into a separate written agreement with CERTIFY, in which case any terms of the agreement that are inconsistent with these Terms of Use will be controlling.
IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SITE OR THE SERVICES.
CHANGES TO TERMS
CERTIFY may modify these Terms of Use at any time, with or without notice. Any changes to these Terms of Use will be effective immediately upon being posted. By continuing to use the Site or the Services after such changes are posted, you agree to such changes. If you do not agree to such changes, you may not continue to use the Site or the Services.
CHANGES TO SITE OR SERVICES
CERTIFY may modify the Site or the Services at any time, with or without notice. CERTIFY makes no representations as to whether the information regarding the Site or the Services is current and undertakes no obligation to update such information.
TERMINATION
You may stop using the Site or the Services at any time. CERTIFY may suspend or terminate operation of the Site or the Services, or your access to the Site or the Services, at any time, with or without notice. CERTIFY may suspend or terminate such operation or access for any reason, including: (1) maintenance on the Site or the Services; (2) non-payment of any fees you have agreed to pay to use the Services; (3) prevention of any actual, attempted, threatened, or suspected violation of these Terms of Use; or (4) compliance with any order, subpoena, legal process, law, rule, regulation, or request from a law enforcement agency. CERTIFY may notify you of any such suspension or termination, but is not required to provide such notification.
INTELLECTUAL PROPERTY
The Site and the Services may be protected by patent, trademark, copyright, and other intellectual property laws in the United States and other countries. All intellectual property rights in the Site and the Services are reserved to CERTIFY and are not licensed or otherwise transferred to you as a result of the use of the Site or the Services. Any violation of such rights may subject you to civil or criminal liability.
PATENTS
All patent rights relating to the Services, including any patent rights in any CERTIFY products associated with the Services, are owned by CERTIFY. You may not use any products or services subject such rights without CERTIFY’s prior written permission. All patent rights in third-party products or services used in connection with the Services are the property of their respective owners.
TRADEMARKS
All of the trademarks used in connection with the Site and the Services are owned by CERTIFY, including the trademarks CERTIFY, CERTIFY GLOBAL, CERTIFY HEALTHCARE, and AUTHENTICATING THE WORLD. You may not use any of CERTIFY’s trademarks without prior written permission. All other trademarks appearing on this website are the property of their respective owners.
COPYRIGHTS
All copyrights in the Site and the Services are owned by CERTIFY, including all text, graphics, photographs, and/or videos, as well as the design, structure, arrangement, and “look and feel” of all text, graphics, photographs, and/or videos, and all source code, object code, and other code (“Content”). You may not reproduce, distribute, perform, or display any Content without CERTIFY’s prior written permission, except as otherwise provided. You may not link any Content to any other website without CERTIFY’s prior written permission.
ACCEPTABLE USE OF CONTENT
You may use excerpts of the text appearing on the Site when referring to CERTIFY or the Services, provided that you acknowledge that CERTIFY is the source of such text and do not use such text to compete with CERTIFY. You may use the trademarks appearing on this website when referring to CERTIFY or the Services, provided that you acknowledge CERTIFY’s ownership of the trademarks, do not use such trademarks to compete with CERTIFY, and do not use any images of the trademarks without CERTIFY’s prior written permission.
LINKED SITES
This website may contain links to third-party websites (“Linked Sites”). Linked Sites are not under CERTIFY’s control, and CERTIFY is not responsible for any of the content on Linked Sites or any products of services offered by the companies who own or operate the Linked Sites.
PROHIBITED ACTIONS
You agree that you will not use the Site, the Services, or any systems associated with the Services without CERTIFY’s prior written permission, except as provided by these Terms of Use or by another agreement with CERTIFY, or to perform any illegal activity or other activity that violates any rights of CERTIFY or any third parties. You agree that you will not gain or attempt to gain unauthorized access to the Site, the Services, or any systems associated with the Site or the Services by any improper means, including hacking or attempting to hack into the Site, the Services, or any systems associated with the Services. You agree that you will not use or attempt to use anyone else’s information, including anyone else’s account information, in order to gain or attempt to gain access to the Site, the Services, or any systems associated with the Services. You agree that you will not interfere or attempt to interfere with the proper working of the Site, the Services, or any systems associated with the Services. You agree that you will not use any device that CERTIFY has provided to you without CERTIFY’s prior written permission, except as provided by these Terms of Use or by another agreement with CERTIFY, or to perform any illegal activity or other activity that violates any rights of CERTIFY or any third parties.
YOUR ACCOUNT
You will need to open an account to use the Services. To open an account, you will be required to create a CERTIFY username and password and to provide CERTIFY with certain information. Once you open an account, you may use the Services, subject to these Terms of Use and any other terms to which you have agreed. You may not use the Services for any other purpose without CERTIFY’s express written permission.
You may be required to pay fees to use the Services. You agree to pay such fees pursuant to the terms indicated when you sign up to use the Services. CERTIFY reserves the right to change such fees at any time and may suspend or terminate your access to the Services for your nonpayment of such fees.
You agree that you are responsible for maintaining the security of your account information and for any and all activity that occurs under your account. You agree to notify CERTIFY immediately of any unauthorized use of your account or any other breach of the security of your account information.
ACCESS TO INFORMATION IN ACCOUNT
You may access or request access to the information in your account at any time. If you indicate that you no longer wish to use the Services, or that you no longer agree to these Terms of Use, or if your access to this website or the Services is terminated, any such request must be made with thirty (30) days following such termination, except as otherwise provided. If you do not request such access within this time frame, or if your access to the Services is terminated due to your actual, attempted, threatened, or suspected violation of these Terms of Use, CERTIFY will have no obligation to maintain such information, and such information may no longer be retrievable. You can access such information through your account or by sending a request to: support@certifyglobal.com.
UPDATES TO INFORMATION IN ACCOUNT
You agree to promptly update the information in your account if such information changes, particularly your name, address, telephone number, and email address. You can update such information through your account or by sending a request to: support@certifyglobal.com.
CERTIFY reserves the right to decline commercially unreasonable request to update your information, such as requests to update our backup systems.
DISCLAIMERS
THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS.
CERTIFY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY QUALITY.
CERTIFY DISCLAIMS ALL WARRANTIES THAT YOUR USE OF THE SITE OR THE SERVICES WILL PROVIDE SPECIFIC RESULTS, THAT THE SITE OR THE SERVICES WILL BE ERROR-FREE, THAT THE SITE OR THE SERVICES WILL BE COMPATIBLE WITH ALL COMPUTER SYSTEMS OR SOFTWARE, THAT ACCESS TO THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, OR THAT THE SITE OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER ATTACKS BY THIRD PARTIES.
CERTIFY DISCLAIMS ANY AND ALL WARRANTIES REGARDING YOUR USE OF THE SITE OR THE SERVICES, YOUR USE OF ANY LINKED SITES OR ANY THIRD-PARTY PRODUCTS OR SERVICES, YOUR VIOLATION OF ANY OF THESE TERMS OF USE, OR OUR USE OF YOUR INFORMATION IN ACCORDANCE WITH OUR PRIVACY POLICY.
LIMITATIONS ON LIABILITY
Notwithstanding any other provision of these Terms of Use, you agree that CERTIFY will not be liable to you for any damages, unless such liability is found to have been caused by our gross negligence or intentional misconduct, arising from or related to the following:
Your use of the Site or the Services; Your use of any Linked Sites or any third-party products or services; Your actual, attempted, or threatened violation of these Terms of Use; Any use of your information in accordance with our Privacy Policy; or Any acts or omissions of any third parties affecting the Site or the Services, including any breach of the security of our systems. You agree that this limitation on liability applies to any direct, indirect, consequential, incidental, exemplary, or punitive damages, any accounting of profits, or any lost profits, under any theory of liability, including breach of contract, negligence, or otherwise, regardless of whether CERTIFY has been advised of the possibility of such damages.
You further agree that CERTIFY’s liability to you in no event will exceed any fees you have paid to CERTIFY during the month prior to the date of your initial claim or $100 if you have not paid any fees to CERTIFY.
You further agree that your sole remedy for your dissatisfaction with the Site or the Services is to stop using the Site or the Services. The parties agree that these limitations on liability apply to all disputes between the parties, regardless of whether the disputes are resolved through negotiations between the parties or in litigation or other legal proceedings, including mediation or arbitration, or in any other manner. These limitations on liability are part of the basis of the bargain between the parties, and without these limitations, CERTIFY would not provide access to the Site or the Services on the same terms or at the same price it currently provides such access.
IF YOU DO NOT AGREE TO THESE LIMITATIONS ON LIABILITY, YOU MAY NOT USE THE SITE OR THE SERVICES.
INDEMNITY
You agree to indemnify and hold harmless CERTIFY and its affiliates, and their directors, officers, employees, and agents against all claims by third parties resulting in any liabilities, judgments, awards, or costs (including legal fees and expenses) arising from or related to your use or misuse of the Site or the Services.
GOVERNING LAW AND JURISDICTION
The parties will attempt, promptly and in good faith, to resolve any dispute they may have regarding any issue. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed ninety (90) days), the dispute may be resolved through litigation or other legal proceedings.
The parties agree that any claims related to their dispute must be brought within one (1) year after the cause of action arises, or such claim or cause of action will be barred.
The parties agree that any litigation or other legal proceedings regarding their dispute will be governed by the laws of the State of Maryland and will be brought in state court in Montgomery County, Maryland, except that disputes relating to CERTIFY’s intellectual property may be brought in federal court in the State of Maryland or the Eastern District of Virginia. The parties agree to waive any objection to such jurisdiction or venue.
JURY TRIAL
You agree that, in the event of any litigation or other legal proceedings between the parties, you will waive your right to a jury trial.
INJUNCTIVE RELIEF
You agree that your actual, attempted, or threatened violation of these Terms of Use will cause irreparable harm to CERTIFY for which there is no adequate remedy at law and that CERTIFY may seek any injunctive or equitable relief it deems appropriate in such circumstances. These remedies are in addition to any other remedies CERTIFY may have at law or in equity.
ATTORNEYS’ FEES AND COSTS
You agree that, in the event CERTIFY prevails in any legal proceeding arising from or related to your actual, attempted, or threatened violation of these Terms of Use, CERTIFY will be awarded its attorneys’ fees and costs in addition to any other relief to which CERTIFY is entitled.
ENTIRE AGREEMENT
These Terms of Use constitute the entire agreement between CERTIFY and you regarding the Site and the Services, unless you have entered into a separate written contract with CERTIFY, in which case any terms of the contract that are inconsistent with these Terms of Use will be controlling.
SEVERABILITY
You agree that, if a court holds any portion of these Terms of Use to be unenforceable for any reason, such portion will be enforced to the maximum extent possible and the remainder of these Terms of Use of use will be enforceable as written.
WAIVER
You agree that CERTIFY’s failure to insist upon or enforce strict performance of any of the provisions of these Terms of Use or to exercise any rights or remedies under these Terms of Use will not be construed as a waiver of its right to assert or rely upon any such provision, right, or remedy in that or any other instance.
ASSIGNMENT
CERTIFY may assign, transfer, or otherwise dispose of its rights and obligations under these Terms of Use, in whole or in part, at any time, with or without notice. You may not assign, transfer, or otherwise dispose of your rights and obligations under these Terms of Use without CERTIFY’s prior written permission.
PRIVACY POLICY
CERTIFY’S Privacy Policy can be found at www.certifyglobal.com/privacy. CERTIFY’S Privacy Policy is an integral part of these Terms of Use and is incorporated into these Terms of Use by reference.
QUESTIONS
Questions regarding any aspect of these Terms of Use, including CERTIFY’s Privacy Policy, should be directed to CERTIFY at info@certifyglobal.com.
PRIVACY POLICY This Privacy Policy is part of the Terms of Use governing your use of the Site and the Services. By using the Site or the Services, you agree to the terms of this Privacy Policy. IF YOU DO NOT AGREE TO THE TERMS OF THIS PRIVACY POLICY, YOU MAY NOT USE THE SITE OR THE SERVICES.
CHANGES TO TERMS
CERTIFY may modify this Privacy Policy at any time, with or without notice. Any changes to this Privacy Policy will be effective immediately upon being posted. By continuing to use the Site or the Services after such changes are posted, you agree to such changes. If you do not agree to such changes, you may not continue to use the Site or the Services.
SCOPE OF PRIVACY POLICY
This Privacy Policy describes how CERTIFY collects, uses, and protects your “personally identifiable information.” Personally identifiable information is any information that specifically identifies an individual, including names, addresses, telephone numbers, email addresses, birth dates, and similar types of information. Personally identifiable information may also include demographic information, employment information, financial information, and similar types of information.
This Privacy Policy does not describe our practices regarding other types of information. Nor does this Privacy Policy describe the practices of other companies with respect to your information. We do not control and are not responsible for the practices of such companies.
COLLECTION OF PERSONAL INFORMATION
We collect certain types of personally identifiable information when you open or update an account with CERTIFY and may verify or supplement such information with information obtained from other sources.
COLLECTION OF OTHER TYPES OF INFORMATION
We may collect “aggregate data” when you use the Site or the Services. Aggregate data is data about your use of the Site and the Services. Aggregate data may include your computer’s IP address, the time you accessed the Site, and referring website addresses. This Privacy Policy does not limit our use of aggregate data since personally identifiable information is not contained in such data or has been removed from such data. We may share aggregate data with third parties for various purposes, including to help us improve the Site or the Services and for marketing purposes.
We may also collect information about your use of the Site and the Services by using cookies. Cookies may be used to track the webpages you visit, to record your website preferences, and for similar purposes. This Privacy Policy does not limit our use of cookies since the cookies used in connection with the Site and the Services do not collect your personally identifiable information.
USE OF PERSONAL INFORMATION
Your privacy is important to us. CERTIFY actively seeks to maintain your privacy as set forth in this Privacy Policy. We will not sell, assign, license, share, or disclose your personally identifiable information, except as set forth in this Privacy Policy or with your consent.
We may use your personally identifiable information in order to provide you with access to the Services, to provide you with information about the Services, and to otherwise facilitate the management and administration of our business. For example, we may use your personally identifiable information:
to enable you to use the Services; to send you information about how to use the Services; to respond to your requests for customer support; to respond to your questions, comments, or complaints; to request feedback to enable us to improve the Services; and to send you information about updates, improvements, and other modifications to the Services. You may opt-out of the receipt of communications requesting feedback or providing you with information about updates, improvements, and other modifications to the Services when you create an account or by sending a request to support@certifyglobal.com.
DISCLOSURE OF PERSONAL INFORMATION PRODUCT/SERVICE PROVIDERS
CERTIFY may disclose certain personally identifiable information to companies who provide us with marketing services and companies whose products or services are used or may be used in connection with the Services. The personally identifiable information disclosed to such companies will be limited to information sufficient to contact you by mail or email, and will be used only for the purpose of providing you with information about the Services or third-party products or services that we believe may be of interest to you. CERTIFY may also disclose certain personally identifiable information to companies who provide us with information services. The personally identifiable information disclosed to such companies will be limited to information sufficient to verify or supplement the information in your account, and will be used only for the purpose of enabling such companies to provide us with information used in connection with performing the Services.
You may receive communications from such companies and are responsible for your interactions with such companies, including your decision to use any products or services provided by such companies.
You may opt-out of the disclosure of your personally identifiable information to such companies or the receipt of communications from such companies when you create an account or by sending a request to support@certifyglobal.com. CERTIFY reserves the right to suspend or terminate your access to the Services if it determines, in its sole discretion, that your ability to effectively use the Services will be impaired by opting-out of the disclosure of such information or the receipt of such communications.
OTHER ENTITIES
CERTIFY may disclose personally identifiable information to third parties: (a) to comply with any order, subpoena, legal process, law, rule, regulation, or request from a law enforcement agency; (b) to protect CERTIFY or any of its members, directors, officers, employees, agents, customers, or anyone else; or (c) to enable CERTIFY to investigate actual, attempted, threatened, or suspected violations of these Terms of Use or other agreements or to enforce these Terms of Use or other agreements.
CERTIFY may disclose personally identifiable information to third parties in connection with any acquisition, merger, or sale of all or substantially all of our business with or to another company. In such event, you will receive notice of the transfer of your information to any such company.
ACCESS TO PERSONAL INFORMATION
You may access or request access to your personally identifiable information pursuant to our Terms of Use. You can access such information through your account or by contacting CERTIFY.
This Privacy Policy does not require us to destroy any personally identifiable information.
UPDATES TO PERSONAL INFORMATION
You agree to update your personally identifiable information as set forth in our Terms of Use. You can update your personally identifiable information through your account or by contacting CERTIFY.
COMMUNICATIONS
You agree that, aside from any personally identifiable information contained in your communications with CERTIFY, such communications, including any email communications or information submitted to CERTIFY, are not confidential or proprietary. Such communications may be used by CERTIFY for any purpose, including any communications containing any ideas, concepts, or suggestions regarding the Services, improvements to the Services, or new Services.
SECURITY
CERTIFY takes reasonable steps to prevent destruction, alteration, disclosure, misuse, and unauthorized access to your personally identifiable information. Sensitive information such as your login information is protected through encryption during transmission over the Internet. Servers and other devices containing your information are kept in controlled environments with limited access to such devices. Notwithstanding, you acknowledge that no security system is impenetrable. While we will notify you in the event of a beach of the security of your personally identifiable information as required by law, you agree that CERTIFY is not responsible for any such breaches.
INTERNATIONAL USERS
CERTIFY may collect information from persons located outside the United States. CERTIFY’s Privacy Policy endeavors to abide by the U.S.-EU “safe harbor” framework regarding the requirements of the EU Data Protection Directive on the collection, retention, and use of the information of such persons.
QUESTIONS
Questions regarding any aspect of this Privacy Policy should be directed to CERTIFY at info@certifyglobal.com.