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.

  1. 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.
  2. 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.

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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., Technology House, Galway Technology Park, Parkmore, Galway, Ireland, addressed to the attention of: Chief Executive Officer.
  6. 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.
  7. 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.
  8. 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.
  9. 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., Technology House, Galway Technology Park, Parkmore, 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 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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