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Terms of use
TRADECERT.COM MASTER
SERVICE AGREEMENT
BY USING THIS SOFTWARE
YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE
"AGREEMENT") GOVERNING YOUR USE OF Tradecert.com's ONLINE
SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE
"SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF
AN AUTHORISING BODY, A COMPANY OR OTHER LEGAL ENTITY, YOU
REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO
THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR
"YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH
AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, YOU MUST NOT USE THE SERVICE.
Welcome
As part of the Service, Tradecert.com will provide you
with use of the Service, including a browser interface and data
encryption, transmission, access and archive storage. Your
registration for, or use of, the Service shall be deemed to be
your agreement to abide by this Agreement including any
materials available on the Tradecert.com website incorporated by
reference herein, including but not limited to Tradecert.com’s
privacy and security policies. For reference, a Definitions
section is included at the end of this Agreement.
1. Privacy & Security;
Disclosure
Tradecert.com's privacy and security policies may be viewed
below. Tradecert.com reserves the right to modify its privacy
and security policies in its reasonable discretion from time to
time. Individual users, when they initially log in, will be
asked whether or not they wish to receive marketing and other
non-critical Service-related communications from Tradecert.com
from time to time. They may opt out of receiving such
communications at that time or at any subsequent time by
changing their preference in the My Account screen. Note that
because the Service is a hosted, online application,
Tradecert.com occasionally may need to notify all users of the
Service (whether or not they have opted out as described above)
of important announcements regarding the operation of the
Service.
2. License Grant &
Restrictions
Tradecert.com hereby grants you a non-exclusive,
non-transferable right to use the Service, solely for (a) your
own internal business purposes and (b) use by Clients registered
on Tradecert.com subject to the terms and conditions of this
Agreement. All rights not expressly granted to you are reserved
by Tradecert.com and its licensors.
You may not access the
Service if you are a direct competitor of Tradecert.com, except
with Tradecert.com’s prior written consent. In addition, you may
not access the Service for purposes of monitoring its
availability, performance or functionality, or for any other
benchmarking or competitive purposes.
Other than offering
the service solely to Clients registered on Tradecert.com, you
shall not (i) license, sublicense, sell, resell, transfer,
assign, distribute or otherwise commercially exploit or make
available to any third party the Service or the Content in any
way; (ii) modify or make derivative works based upon the Service
or the Content; (iii) create Internet "links" to the Service or
"frame" or "mirror" any Content on any other server or wireless
or Internet-based device; or (iv) reverse engineer or access the
Service in order to (a) build a competitive product or service,
(b) build a product using similar ideas, features, functions or
graphics of the Service, or (c) copy any ideas, features,
functions or graphics of the Service.
You may use the
Service only for (a) your internal business purposes and (b)
Clients registered on Tradecert.com and you shall not: (i) send
spam or otherwise duplicative or unsolicited messages in
violation of applicable laws; (ii) send or store infringing,
obscene, threatening, libellous, or otherwise unlawful or
tortuous material, including material harmful to children or in
violation of third party privacy rights; (iii) send or store
material containing software viruses, worms, Trojan horses or
other harmful computer code, files, scripts, agents or programs;
(iv) interfere with or disrupt the integrity or performance of
the Service or the data contained therein; or (v) attempt to
gain unauthorised access to the Service or its related systems
or networks.
3. Your
Responsibilities
You are responsible for all activity occurring under your
User accounts and shall abide by all applicable local, state,
national and foreign laws, treaties and regulations in
connection with your use of the Service, including those related
to data privacy, international communications and the
transmission of technical or personal data. You shall: (i)
notify Tradecert.com immediately of any unauthorised use of any
password or account or any other known or suspected breach of
security; (ii) report to Tradecert.com immediately and use
reasonable efforts to stop immediately any copying or
distribution of Content that is known or suspected by you or
your Users; and (iii) not impersonate another Tradecert.com user
or provide false identity information to gain access to or use
the Service.
4. Account Information
and Data
Tradecert.com does not own any data, information or material
that you or Clients submit to the Service in the course of using
the Service ("Customer Data"). You, not Tradecert.com, shall
have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness, and intellectual
property ownership or right to use of all Customer Data, and
Tradecert.com shall not be responsible or liable for the
deletion, correction, destruction, damage, loss or failure to
store any Customer Data. In the event this Agreement is
terminated (other than by reason of your breach), Tradecert.com
will make available to you an electronic file of the certified
pdf documents created, issued or approved by you using the
Service. A per-document fee will be charged for this service.
Tradecert.com reserves
the right to withhold, remove and/or discard Customer Data
without notice for any breach, including, without limitation,
your non-payment. Upon termination for cause, your right to
access or use Customer Data immediately ceases, and
Tradecert.com shall have no obligation to maintain or forward
any Customer Data.
5. Intellectual
Property Ownership
Tradecert.com alone (and its licensors, where applicable) shall
own all right, title and interest, including all related
Intellectual Property Rights, in and to the Tradecert.com
Technology, the Content and the Service and any suggestions,
ideas, enhancement requests, feedback, recommendations or other
information provided by you or any other party relating to the
Service. This Agreement is not a sale and does not convey to you
any rights of ownership in or related to the Service, the
Tradecert.com Technology or the Intellectual Property Rights
owned by Tradecert.com. The Tradecert.com name, the
Tradecert.com logo, and the product names associated with the
Service are trademarks of Tradecert.com or third parties, and no
right or license is granted to use them.
6. Third Party
Interactions
During use of the Service, you may enter into correspondence
with, purchase goods and/or services from, or participate in
promotions of advertisers or sponsors showing their goods and/or
services through the Service. Any such activity, and any terms,
conditions, warranties or representations associated with such
activity, are solely between you and the applicable third-party.
Tradecert.com and its licensors shall have no liability,
obligation or responsibility for any such correspondence,
purchase or promotion between you and any such third-party.
Tradecert.com does not endorse any sites on the Internet that
are linked through the Service. Tradecert.com provides these
links to you only as a matter of convenience, and in no event
shall Tradecert.com or its licensors be responsible for any
content, products, or other materials on or available from such
sites. Tradecert.com provides the Service to you pursuant to the
terms and conditions of this Agreement. You recognise, however,
that certain third-party providers of document certification,
legalisation, or export / import services may require your
agreement to additional or different license or other terms
prior to your use of or access to such services.
7. Termination for
Cause
Any breach of your payment obligations or unauthorised use of
the Tradecert.com Technology or Service will be deemed a
material breach of this Agreement. Tradecert.com, in its sole
discretion, may terminate your password, account or use of the
Service if you breach or otherwise fail to comply with this
Agreement. In addition, Tradecert.com may terminate an account
at any time in its sole discretion. You agree and acknowledge
that Tradecert.com has no obligation to retain the Customer
Data, and may delete such Customer Data, if you have materially
breached this Agreement, and such breach has not been cured
within 30 days of notice of such breach. The provisions of this
section will not apply to those situations defined by law.
8. Representations &
Warranties
Each party represents and warrants that it has the legal power
and authority to enter into this Agreement. Tradecert.com
represents and warrants that it will provide the Service in a
manner consistent with general industry standards reasonably
applicable to the provision thereof and that the Service will
perform substantially in accordance with the online
Tradecert.com help documentation under normal use and
circumstances. You represent and warrant that you have not
falsely identified yourself nor provided any false information
to gain access to the Service and that your contact information
is correct.
9. Mutual
Indemnification
You shall indemnify and hold Tradecert.com, its licensors and
each such party's parent organisations, subsidiaries,
affiliates, officers, directors, employees, attorneys and agents
harmless from and against any and all claims, costs, damages,
losses, liabilities and expenses (including attorneys' fees and
costs) arising out of or in connection with: (i) a claim
alleging that use of the Customer Data infringes the rights of,
or has caused harm to, a third party; (ii) a claim, which if
true, would constitute a violation by you of your
representations and warranties; or (iii) a claim arising from
the breach by you or your Users of this Agreement, provided in
any such case that Tradecert.com (a) gives written notice of the
claim promptly to you; (b) gives you sole control of the defence
and settlement of the claim (provided that you may not settle or
defend any claim unless you unconditionally release
Tradecert.com of all liability and such settlement does not
affect Tradecert.com’s business or Service); (c) provides to
you all available information and assistance; and (d) has not
compromised or settled such claim.
Tradecert.com shall
indemnify and hold you and your parent organisations,
subsidiaries, affiliates, officers, directors, employees,
attorneys and agents harmless from and against any and all
claims, costs, damages, losses, liabilities and expenses
(including attorneys' fees and costs) arising out of or in
connection with: (i) a claim alleging that the Service directly
infringes a copyright, patent, issued as of the Effective Date,
or a trademark of a third party; (ii) a claim, which if true,
would constitute a violation by Tradecert.com of its
representations or warranties; or (iii) a claim arising from
breach of this Agreement by Tradecert.com; provided that you (a)
promptly give written notice of the claim to Tradecert.com; (b)
give Tradecert.com sole control of the defence and settlement of
the claim (provided that Tradecert.com may not settle or defend
any claim unless it unconditionally releases you of all
liability); (c) provide to Tradecert.com all available
information and assistance; and (d) have not compromised or
settled such claim. Tradecert.com shall have no indemnification
obligation, and you shall indemnify Tradecert.com pursuant to
this Agreement, for claims arising from any infringement arising
from the combination of the Service with any of your products,
service, and hardware or business process.
10. Disclaimer of
Warranties
TRADECERT.COM AND ITS LICENSORS MAKE NO REPRESENTATION,
WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR
COMPLETENESS OF THE SERVICE OR ANY CONTENT. TRADECERT.COM AND
ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF
THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE
OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE,
SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL
MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS
WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE
THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU
STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS
AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY
TRADECERT.COMAND ITS LICENSORS.
11. Internet Delays
Tradecert.com's SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS,
AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND
ELECTRONIC COMMUNICATIONS. TRADECERT.COM IS NOT RESPONSIBLE FOR
ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM
SUCH PROBLEMS.
12. Limitation of
Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE
AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE THIRTY (30)
DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH
CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE
LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,
INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND
(INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC
ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS
SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO
USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE
SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION,
REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH
DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN
PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion
of implied warranties or limitation of liability for incidental,
consequential or certain other types of damages, so the
exclusions set forth above may not apply to you.
14. Notice
Tradecert.com may give notice by means of a general notice on
the Service, electronic mail to your e-mail address on record in
Tradecert.com’s account information, or by written communication
sent by first class mail or pre-paid post to your address on
record in Tradecert.com’s account information. Such notice shall
be deemed to have been given upon the expiration of 48 hours
after mailing or posting (if sent by first class mail or
pre-paid post) or 12 hours after sending (if sent by email). You
may give notice to Tradecert.com (such notice shall be deemed
given when received by Tradecert.com) at any time by any of the
following: letter sent by confirmed facsimile to Tradecert.com
at the following fax number: +353 1 686 5466; letter delivered
by nationally recognised overnight delivery service or first
class postage prepaid mail to Tradecert.com at the following
addresses: Trade Cert Ltd., Ii Business Centre, GMIT, Dublin
Road, Galway, Ireland, addressed to the attention of: Chief
Executive Officer.
15. Modification to
Terms
Tradecert.com reserves the right to modify the terms and
conditions of this Agreement or its policies relating to the
Service at any time, effective upon posting of an updated
version of this Agreement on the Service. You are responsible
for regularly reviewing this Agreement. Continued use of the
Service after any such changes shall constitute your consent to
such changes.
16. Assignment; Change
in Control
This Agreement may not be assigned by you without the prior
written approval of Tradecert.com but may be assigned without
your consent by Tradecert.com to (i) a parent or subsidiary,
(ii) an acquirer of assets, or (iii) a successor by merger. Any
purported assignment in violation of this section shall be void.
Any actual or proposed change in control of you that results or
would result in a direct competitor of Tradecert.com directly or
indirectly owning or controlling 50% or more of you shall
entitle Tradecert.com to terminate this Agreement for cause
immediately upon written notice.
17. General
This Agreement shall be governed by the laws of Ireland, without
regard to the choice or conflicts of law provisions of any
jurisdiction, and any disputes, actions, claims or causes of
action arising out of or in connection with this Agreement or
the Service shall be subject to the exclusive jurisdiction of
the courts of Ireland. No text or information set forth on any
other purchase order, preprinted form or document (other than an
Order Form, if applicable) shall add to or vary the terms and
conditions of this Agreement. If any provision of this Agreement
is held by a court of competent jurisdiction to be invalid or
unenforceable, then such provision(s) shall be construed, as
nearly as possible, to reflect the intentions of the invalid or
unenforceable provision(s), with all other provisions remaining
in full force and effect. No joint venture, partnership,
employment, or agency relationship exists between you and
Tradecert.com as a result of this agreement or use of the
Service. The failure of Tradecert.com to enforce any right or
provision in this Agreement shall not constitute a waiver of
such right or provision unless acknowledged and agreed to by
Tradecert.com in writing. This Agreement, together with any
applicable Order Form, comprises the entire agreement between
you and Tradecert.com and supersedes all prior or
contemporaneous negotiations, discussions or agreements, whether
written or oral, between the parties regarding the subject
matter contained herein.
18. Definitions
As used in this Agreement and in any Order Forms now or
hereafter associated herewith:
"Agreement" means
these online terms of use, any Order Forms, whether written or
submitted online via the Online Order Centre, and any materials
available on the Tradecert.com website specifically incorporated
by reference herein, as such materials, including the terms of
this Agreement, may be updated by Tradecert.com from time to
time in its sole discretion;
"Content" means the
audio and visual information, documents, software, products and
services contained or made available to you in the course of
using the Service;
"Customer Data" means
any data, information or material provided or submitted by you
to the Service in the course of using the Service;
"Effective Date" means
the earlier of either the date this Agreement is accepted by
selecting the "I Accept" option presented on the screen after
this Agreement is displayed or the date you begin using the
Service;
"Intellectual Property
Rights" means unpatented inventions, patent applications,
patents, design rights, copyrights, trademarks, service marks,
trade names, domain name rights, mask work rights, know-how and
other trade secret rights, and all other intellectual property
rights, derivatives thereof, and forms of protection of a
similar nature anywhere in the world;
"Primary Contact(s)"
means those Users designated by you who are authorised to
execute written Order Forms and to create User accounts and
otherwise administer your use of the Service;
"Client" means any
person or corporate body set up and registered by Tradecert.com
to use the system and for whom Tradecert.com has issued a user
name and password;
"Authorising Body"
means a person or entity duly authorised by a relevant authority
to sign, certify and/or stamp specified documents.
"Order Form(s)" means
the form evidencing the initial subscription for the Service and
any subsequent order forms submitted online or in written form;
"Online Order Centre"
means Tradecert.com’s online application that allows the
Primary Contact designated by you to, among other things, add
additional Users to the Service; "Tradecert.com" means Trade
Cert Limited, an Irish Limited Company, having its principal
place of business at Trade Cert Ltd., Ii Business Centre, GMIT,
Dublin Road, Galway, Ireland;
"Tradecert.com
Technology" means all of Tradecert.com’s proprietary technology
(including software, hardware, products, processes, algorithms,
user interfaces, know-how, techniques, designs and other
tangible or intangible technical material or information) made
available to you by Tradecert.com in providing the Service;
"Service(s)" means
Tradecert.com’s online documentation provision, documentation
certification, billing and document tracking, trade data
analysis, or other corporate services identified during the
ordering process, developed, operated, and maintained by
Tradecert.com, accessible via http://www.tradecert.com or
another designated web site or IP address, or ancillary online
or offline products and services provided to you by
Tradecert.com, to which you are being granted access under this
Agreement, including the Tradecert.com Technology and the
Content;
"User(s)" means your
employees, representatives, consultants, contractors or agents
who are authorised to use the Service and have been supplied
user identifications and passwords by you (or by Tradecert.com
at your request).
Questions or
Additional Information:
If you have questions
regarding this Agreement or wish to obtain additional
information, please send an e-mail to legal (at) tradecert.com
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