Terms and Conditions - Certn | Trust Marketplace

This Services Agreement (the “Agreement”) contains the terms and conditions that govern your access to and use of the Platform and is an agreement between Certn and you, or the entity you represent (“Customer”, “You” or “Your”). This Agreement takes effect when You click the “Continue” button or checkbox presented with these terms or, if earlier, when You use any of Certn’s service offerings (the “Effective Date”). You represent to Certn that You are lawfully able to enter into this agreement. If You are entering into this Agreement and creating an Account on behalf of an entity, such as the company You work for, You represent to us that You have legal authority to bind that entity. If You are entering into this Agreement and creating the Account for an End User as the Initial User, You represent to Certn that You have legal authority to bind the End User. The End User will be liable for the actions of the Initial User and any Additional User. For avoidance of doubt, if the End User has signed a separate master services agreement with Certn (“MSA”), this Agreement will be subject to any terms agreed to within such MSA.

Certn may revise this Agreement at any time without notice to You. The revised Agreement will be effective when posted to www.certn.co, www.certnlime.ca or www.certnlime.com, as applicable (referred to collectively as the “Website”). Notwithstanding the foregoing, Certn will provide notice of any revisions that may substantially impact or restrict Your use of the Website and/or Services.

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1. DEFINITIONS.

“Account” means the End User’s account with Certn associated with the Initial User’s email address, and any Additional User’s email address, subject to validation by Certn.
“Additional Users” means any affiliates, or subsidiaries of the Initial User or the End User who Certn has credentialed and approved in writing to access the Platform in accordance with this Agreement.
“API” means the application programming interface(s) used to provide access to the Platform.
“Background Check” means the information provided within the Report.
“Background Information” means the personal information required to be submitted to the Platform to conduct a Background Check on that Consumer.
“Certn” means Certn Holdings Inc. and its subsidiaries and affiliates including without limitation Certn (Canada) Inc., Certn (USA) Inc., InterCheck Global Pty Ltd. and Credence Background Screening Limited.
“Certn Forms” means any standard disclosure, authorization, adverse action and notification forms made available by Certn for Your review upon request.
“Consumer” means an individual applicant who is subject to a Background Check in support of their application for employment or engagement as an independent contractor by You or for any other Permissible Purpose authorized by Certn during the credentialing process.
“Credentialing” means the credentialing process and documentation that each Initial User, End User and Additional User must submit to Certn in order to seek approval to become a customer of Certn.
“Credit information” means consumer credit information obtained from a credit bureau.
“Documentation” means any technical documentation, end user agreements, customer instructions, and other written materials ordinarily provided by Certn in relation to and for the procurement of the Services.
“Employment Purposes” means the specific permissible purpose of a Report concerning the evaluation of individuals for employment, promotion, reassignment or retention as an employee or independent contractor.
“End User” means the corporate entity making use of the Report in accordance with consumer reporting legislation including the FCRA.
“Equifax” means Equifax Canada Co, Equifax Information Services LLC or TALX Corporation, a provider of Equifax Verification Services.
“Equifax Information” means any information provided by Equifax.
“FCRA” means the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.
“Identity Verifier” means a person authorized by the User to validate a Consumer’s identity for the purposes of applying for a basic criminal record check through the UK Government’s Disclosure and Barring Service, Disclosure Scotland or AccessNI.
“Initial User” means the initial representative of the End User with the full corporate power and authority to bind the End User of an account.
“Intellectual Property Rights” means all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, moral rights, and all similar rights that may exist now or later in any jurisdiction, including without limitation any applications and registrations for the foregoing.
“Investigative Consumer Report” means a specific type of Report as defined under FCRA Section 603I.
“Law” means all applicable laws, rules and regulations, whether federal, provincial, state, local or international, including by not limited to consumer reporting and privacy legislation.
“MVR” means motor vehicle records, including driving abstracts if applicable.
“Permissible Purpose” means for employment purposes including evaluating a consumer for employment, contractor or volunteer positions, as well as promotion, reassignment, or retention, where the consumer has given prior written permission, or any other permissible purpose under the Law (specifically, Section 604(a) of the FCRA if the consumer is a US resident), as declared during the initial Credentialing process.
“Platform” means the background check platform offered by Certn.
“Privacy Policy” means Certn’s current privacy policy located here.
“Report” means a consumer report or other applicable screening product offered on the Platform, including reports containing credit information and Investigative Consumer Reports (if applicable).
“Services” means verification and background screening services including the delivery and management of Reports and related documentation, and obtaining status information regarding Background Checks.
“Variable fees” means the additional variable costs and fees that may be imposed by governmental entities or third parties for the Background Check that You order, including, but not limited to, court fees, county processing fees, multi-state fees, and international fees.
“Website Terms” means the terms available here.
“You” or “User” means the Initial User, the End User and Additional Users, as applicable

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2. SERVICES

Certn is a Credit Reporting Agency that provides background screening. The Services will be provided in accordance with the descriptions available to you within the Platform.
Certn reserves the right to refuse service and/or terminate access to an Account without prior notice if this Agreement is violated or if Certn decides, in its sole discretion, that it would be in its best interest to do so.
You authorize Certn and its vendors to use Background Information provided through the Platform in accordance with Certn’s Privacy Policy.
You represent and warrant that Your use of the Reports and Platform will comply with applicable Laws.
You represent and warrant that this Service Agreement constitutes a legal, valid and binding obligation with respect to the Platform, Account and the Services.

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3. INTERNATIONAL DATA PROCESSING TERMS.

The Parties agree to abide by those terms and conditions set out in the Data Processing Addendum (the “DPA”) and any applicable data protection legislation with respect to the handling of Personal Information (as defined in the DPA), including any information, data and other content, in any form, provided, entered or uploaded to the Platform in connection with the Services. Parties agree that upon prior written request, each Party shall supply a written description of the technical and organizational measures taken to comply with applicable data protection legislation.

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4. CERTIFICATIONS

By entering into this Service Agreement and/or creating an Account, You are certifying that You, being the End User or a User acting as an agent of the End User, have direct knowledge of the facts and You certify that each time You request a Report, You will comply, obtain, and abide by the following:
1. Permissible Purpose. You understand and agree that You must have a legitimate need and permissible purpose for ordering Reports and utilizing the Services. If the Report is applicable to a United States resident, such purpose must be in accordance with Section 604(a) of the FCRA. To the extent the Report is applicable to individuals residing outside of North America, You understand and agree that you must have an explicit legal basis aligned with the Permissible Purpose to enable the lawful processing and transfer of Personal Information in accordance with the applicable data protection legislation, along with any guidelines, codes of practice or policies of any relevant regulatory body in the applicable jurisdiction as amended or updated from time to time related thereto. You agree to comply with the applicable Permissible Purpose requirements and any associated disclosure and authorization requirements to the Consumer, as required by the FCRA or any applicable Laws. You agree and certify that You will order and use the Reports only for the Permissible Purpose confirmed by You to Certn during the Credentialing process; You may not change the Permissible Purpose without written consent from Certn. You agree and certify that You are the business type stated in the Account, You have a need for the Report in connection with the Permissible Purpose, and You are acting in compliance with any additional provincial, state and local requirements for obtaining and using the Report (including credit or criminal information, if applicable). Each time You order or access a Report, You reaffirm the certifications in this Section 4.
2. To the extent You are requesting Reports within the United States or the Consumer is a resident of the United States, You acknowledge receipt of and certify that You have reviewed and fully understand the following statutory notices:
3. Copy of Reports. While You acknowledge sole responsibility for compliance with any federal, provincial, state and/or local regulations that require a copy of the Report be provided to the Consumer upon request, to the extent the Consumer has requested a copy through the Platform or You have communicated the request to Certn via API, or otherwise configured the Account to do so, You authorize Certn to provide on Your behalf a copy of the Report to each Consumer about whom You have requested a Report.
4. Disclosure and Authorization. For Reports applicable to US Consumers, You agree and certify that prior to procurement or causing the procurement of a Report for the Permissible Purpose: (a) A clear and conspicuous disclosure has been made in writing to the Consumer in a document that consists of only the disclosure, explaining that a consumer report may be obtained for the specific Permissible Purpose and such disclosure satisfies all of the requirements of the FCRA as well as any applicable state or local laws, and the Consumer has authorized in writing the procurement of the Report by End User, or (b) if Certn is providing Consumers with disclosure and authorization forms on behalf of End User, You confirm that You have reviewed, understand and signed off on the respective Certn Forms.
5. Investigative Consumer Reports. For Reports applicable to US Consumers, in addition to the disclosure and authorization requirements above, You agree and certify that prior to procurement or causing the procurement of an Investigative Consumer Report for the Permissible Purpose, You have (or the End User has requested that Certn, through the use of Certn Forms, has): clearly and accurately disclosed to the Consumer that an Investigative Consumer Report including information as to the Consumer’s character, general reputation, personal characteristics and/or mode of living may be made. As the End User, or an agent acting on behalf of the End User, You must be satisfied that all of the requirements of the FCRA as well as any applicable state or local laws have been met. If the Consumer makes a request to You, as the End User or as an agent acting on behalf of the End User, within a reasonable time after his/her receipt of the required disclosure, You must make a complete and accurate disclosure of the investigation requested.
6. Adverse Action. For Reports applicable to US Consumers, pursuant to the FCRA and applicable, state and local laws and regulations, before taking any adverse action based in whole or in part on a Report, You must adhere to certain obligations. If Certn is providing End User with access to an Adverse Action tool, End User confirms that it has reviewed and utilized the appropriate adverse action/letters based on the Consumer’s residence and place of work. In addition to the foregoing:
  1. End User will not initiate the pre-adverse and adverse action notice process until Certn has completed all search components of the consumer and/or investigative consumer report, Certn has provided the complete Report to End User, and End User has reviewed the consumer report contents.
  2. At a minimum, if using a Report for employment purposes, before taking any adverse action based in whole or in part on the Report, You must provide to the Consumer to whom the Report relates: (a) a pre-adverse action notice/letter stating that End User is considering taking adverse action; (b) a copy of the full and complete Report;(c) a copy of the notice titled “A Summary of Your Rights Under the Fair Credit Reporting Act” and any applicable state summary of rights; (d) a reasonable opportunity of time to correct any erroneous information contained in the Report; and contact information for Certn.
  3. If You thereafter take any adverse action with respect to an employment decision, or the Consumer is denied tenancy or any other adverse action is taken as related to any other permissible purpose described in Section 604(a) of the FCRA, You must provide a final adverse action notice to the Consumer to whom the Report relates in compliance with the FCRA, including, but not limited to, satisfying all requirements under the FCRA if information from the Report is a disqualifying factor. Such notice shall comply with all applicable Laws, and shall include, if not already provided in the context of an employment decision, (a) a copy of the full and complete Report;(b) a description, in writing, of the rights of the consumer entitled: “A Summary of Your Rights Under the Fair Credit Reporting Act”; (c) the name, address, and phone number of Certn; (d) a statement that Certn did not make the decision to take the unfavorable action and, as such, cannot give specific reasons for it; and (e) a notice of the person’s right to dispute the accuracy or completeness of any information Certn furnished and to get an additional free report from Certn if the person asks for it within 60 days.
  4. If using a US credit score, You certify that You will comply with the Dodd-Frank Act and all applicable regulations relating to using a credit score. For clarity, credit scores may not be accessed for employment purposes.
  5. Before taking adverse action based on a criminal record the EEOC Criminal History Guidance recommends that You perform an individualized assessment and/or other considerations. To obtain a copy of the EEOC Criminal History Guidance please go to the following website: http://www.eeoc.gov/laws/guidance/arrest_conviction.cfm.
7. Equal Opportunity. You certify and understand that the End User (or You as an agent of the End User) are responsible for complying with federal, provincial, state and/or local regulatory requirements, restrictions and Laws, including but not limited to, privacy legislation, the FCRA, individualized assessments, as instructed by the Equal Employment Opportunity Commission (“EEOC”), local Ban the Box laws, fair chance and fair hiring laws, HUD guidelines, and fair chance to housing laws.
Additional Certifications. You certify and agree:
1. Not to use or attempt to use the Platform for unauthorized purposes or for the benefit of any unauthorized third party.
2. To use each Report on a one-time use basis and within thirty (30) days of the completion date.
3. To hold the Reports in strict confidence and not disclose the Reports, and any information therein, including credit information, unless required by Law, to any unauthorized third parties without consent.
4. To the extent Certn is not collecting authorization and disclosures on the End User’s behalf, that the End User shall retain copies of all written authorizations and disclosures for a period of three years and make such documentation available to Certn upon request.
5. To secure all hard and electronic copies of Background Information and Reports within Your offices and facilities so that unauthorized persons cannot easily access them.
6. To shred or destroy all hard copy Reports, and delete or render unreadable any electronic files containing Reports, after it is no longer needed and when Laws permit destruction.
7. That Certn may review records that are reasonably required to demonstrate compliance with the terms of this Agreement at any time upon reasonable prior notice during the Term, and for 5 years thereafter, to confirm Your compliance with this Agreement.

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5. STATE SPECIFIC CERTIFICATIONS FOR US SERVICES.

California. As applicable to You or the Report that You request, You hereby certify that, under the Investigative Consumer Reporting Agencies Act (“ICRAA”), California Civil Code Sections 1786 et seq., and the Consumer Credit Reporting Agencies Act (“CCRAA”), California Civil Code Sections 1785.1 et seq., if You are located in the State of California, and/or Your request for and/or use of Reports pertains to a California resident or worker, You certify to all of the following:
1. You will request and use Reports solely for permissible purpose(s) identified under California Civil Code Sections 1785.11 and 1786.12.
2. When, at any time, Reports are sought for Employment Purposes, unless a legal exception otherwise applies, You have provided a clear and conspicuous disclosure in writing to the Consumer, either through the Platform by option to use Certn Forms or through other means controlled by You, which solely discloses: (i) that an Investigative Consumer Report may be obtained; (ii) the permissible purpose of the Investigative Consumer Report; (iii) that information on the Consumer’s character, general reputation, personal characteristics and mode of living may be disclosed; (iv) the name, address, telephone number, and website of the Consumer Reporting Agency conducting the investigation; and (v) the nature and scope of the investigation requested, including a summary of the provisions of California Civil Code Section 1786.22.
3. When, at any time, Reports are sought for Employment Purposes, unless a legal exception otherwise applies, You agree to only request a Report if the applicable Consumer has authorized in writing the procurement of the Report through the automated Platform flow, or through other means controlled by You.
4. In accordance with California Civil Code Sections 1786.16(a)(5) and (b), You agree to provide a means by which the Consumer may indicate on a written form by means of a box to check, that he/she wishes to receive a copy of any Reports either through the Certn Forms provided in the Platform, or by any other means controlled by You. If the Consumer wishes to receive a copy of the Report, You shall send (or contract with another entity to send) a copy of the Report to the Consumer within three business days of the date that the Report is provided to You. The copy of the Report shall contain the name, address, and telephone number of Certn, who issued the report, and how to contact Certn.
5. If the Consumer asks to receive a copy of the Report directly from You, send a copy of the Report to the Consumer (or request Certn do so on Your behalf) within three business days of such request. The copy of the Report shall contain the name, address, and telephone number of the person who issued the report and how to contact such person.
6. Under all applicable circumstances, comply with California Civil Code Sections 1785.20 and 1786.40 in the taking of adverse action, which shall include, but may not be limited to, advising the Consumer against whom an adverse action has been taken that the adverse action was based in whole or in part upon information contained in the Report, informing the consumer in writing of Your name, address, and telephone number, and provide the Consumer of a written notice of his/her rights under the ICRA and the CCRAA.
7. THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18 OF THE UNITED STATES CODE OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH.
Vermont
1. You certify that You have received a copy of and understand Section 2480e of the Vermont Fair Credit Reporting Statute. If You are located in the State of Vermont, and/or Your request for and/or use of Reports pertains to a Vermont resident or worker, You certify that You will comply with the applicable provisions of Vermont law, including, without limitation, Section 2480e of the Vermont Fair Credit Reporting Statute(“VFCRA”). Specifically, End User certifies that prior to ordering credit reports, You will provide Certn with the name and contact information of its compliance officer or person responsible for credit reporting compliance at the time of Credentialing, if applicable.
New York City, New York.
1. You understand that the New York City Humans Rights Law (“NYCHRL”) imposes various legal requirements on covered employers and businesses. You, as the End User, or as an agent acting on behalf of the End User, shall comply with all applicable requirements under NYCHRL. Among other things, You make the following certifications with respect to NYCHRL:
  1. End User shall not obtain or evaluate criminal history information about an applicant or employee until after a conditional offer of employment, promotion, or transfer has been extended to him or her;
  2. End User shall not inquire about or consider criminal history that is prohibited from being considered under NYCHRL;
  3. End User shall engage in any required individualized assessment process before taking adverse action against a consumer; and
  4. End User shall follow all legally-required pre- and post-adverse action procedures including, but not limited to, ensuring all pre- and post-adverse action communications include all information required under the law and are sent at the appropriate times.
2. Notwithstanding any limitations of liability set out in this Agreement, You shall indemnify and hold harmless Certn, its affiliates, and subsidiaries and their respective officers, directors, employees, agents, and insurers from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any third-party claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity, related in any manner to End User’s failure to comply with NYCHRL.
Massachusetts Criminal Record Information Policy. As applicable to You or the Report that You request, You hereby certify that, under the Commonwealth’s Criminal Offender Record Information (“CORI”) law, if You are located in the State of Massachusetts, and/or Your request for and/or use of Reports pertains to a Massachusetts resident or worker, You certify to all of the following:
1. Before asking a Consumer about their criminal records, You will provide a Consumer with copies of these records if You are in possession of such records;
2. That before taking adverse action based, in whole or in part, on criminal history records, You will notify the Consumer of the potential adverse employment decision by sending required pre-adverse and adverse action notices and any other applicable notices. The pre-adverse action notice will include the criminal history records, the sources of the records, a copy of Your CORI policy, and a copy of information from the state agency about the process for correcting a criminal record; and
3. That You will also provide the Consumer with an opportunity to dispute the accuracy of the criminal history records by waiting at least five business days before taking final adverse action.

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6. SERVICE SPECIFIC CERTIFICATIONS.

MVR Services. If You request MVRs and/or driving records, You certify and agree:
1. That no MVRs shall be ordered without first obtaining the written consent of the Consumer to obtain “driving records”, evidence of which shall be transmitted to Certn unless collected directly by Certn. You certify that You will use this information only in the normal course of business (i) to obtain lawful information relating to the holder of a commercial driver’s license, or (ii) to verify information provided by the Consumer. You shall protect the privacy of the information of the Consumer in an MVR and shall not transmit any data contained in the resulting MVR via any unsecured means.
2. For Reports applicable to US Consumers You will order the MVRs and/or driving records in strict compliance with the US Driver’s Privacy Protection Act (“DPPA”, at 18 U.S.C. § 2721 et seq.) and any applicable state Laws.
SSN Trace. If Reports include Social Security Number Trace (“SSN Trace”), You shall not use SSN Trace results in any way, directly or indirectly, for the purpose of making employment decisions. You certify that You will not use SSN Trace information in any way that would violate the privacy obligations or any other terms and provisions of the Gramm-Leach-Bliley Act (15 U.S.C 6801 et seq.) or the DPPA (18.U.S.C. Section 2721 et seq.) or any other similar U.S. state or local statute, rule or regulation.
National/Multi-State/County Database. Certn recommends that You screen applicants at the county courthouse or online system, federal, and multi-state/nationwide database levels. If You choose not to conduct searches at these levels, Certn is not liable for any records that exist that are not included in the Report.
Reporting of Criminal History. As it relates to criminal history information in the United States, Certn only reports pending court matters and conviction records and will report a minimum of 7 years of conviction information, where allowed by any applicable fair credit reporting laws, unless End User provides additional reporting instructions in a separate document executed by the End User and the Consumer. In determining whether a criminal record is reportable, Certn does not apply any state or local laws restricting Your use of criminal history. End User assumes full responsibility for determining whether reported information may be used in the jurisdiction where the consumer lives, works, or is applying for work.
General Credit Certifications. If Reports include any credit information or verification services provided by and data originating from Equifax, You agree, acknowledge and certify, in addition to the above:
1. You will promptly notify Certn of any change in the End User’s location, structure, ownership or control, including but not limited to the addition of any branch(es) that will be requesting and/or accessing credit information.
2. You, as the End user or as an agent of the End User, will cooperate with any reasonable audit request by Certn and/or Equifax to assure compliance with the terms of this Agreement with respect to Equifax Information; provided that Certn and/or Equifax, as applicable: (i) shall give End User reasonable prior notice of any such audit; (ii) shall ensure that any such audit shall be subject to End User’s security policies and third-party confidentiality obligations; and (iii) shall conduct or cause to be conducted such audit in a manner designed to minimize disruption of End User’s normal business operations. Audits will be conducted by email whenever possible and will require End User to provide documentation as to permissible use of particular Equifax Information.
3. You will use commercially reasonable efforts to establish procedures and logging mechanisms for systems and networks that will allow tracking and analysis in the event there is a compromise, and maintain an audit trail history for at least three (3) months for review. In the event there is a Security Incident involving Equifax Information, You agree to fully cooperate with Equifax in a security assessment process and promptly remediate any findings.
4. Any failure to cooperate fully and promptly in the conduct of any audit, or End User’s material breach of the foregoing, constitutes grounds for immediate suspension of the Services or termination of the Agreement. If Equifax requests that Certn terminate this Agreement due to the conditions in the preceding sentence, End User (i) unconditionally releases and agrees to hold Equifax harmless and indemnify it from and against any and all liabilities of whatever kind or nature that may arise from or relate to such termination, and (ii) covenants it will not assert any claim or cause of action of any kind or nature against Equifax in connection with such termination.
5. You will indemnify and hold harmless Equifax from any liability and attorneys’ fees incurred due to End User’s violation of any of the terms of this Agreement with respect to the Equifax Information, notwithstanding any limitations of liability set out in the Agreement.
6. Equifax does not guarantee the accuracy or completeness of any Equifax Information. You release Equifax and its affiliate companies, agents, employees, affiliated credit reporting agencies and independent contractors from any liability, including negligence, in connection with the Equifax Information and from any loss or expense suffered by End User resulting directly or indirectly from Equifax Information.
7. Cloud Service. You may use a Cloud Service Provider (“CSP”) to process, transmit, or store Equifax Information. You certify that You will, and that You will contractually obligate Your CSP to, follow Equifax’s minimum requirements for cloud computing and storage, including but not limited to (i) data at rest encryption of at least AES-256 (ii) destruction in accordance with industry standards, and (iii) industry security handling standards such as DISA STIG or CIS guidance.
8. Equifax Audit. If Equifax reasonably believes that You have violated any requirements related to Equifax Information, Equifax may, in addition to any other remedy authorized by this Agreement, with reasonable advance written notice and at Equifax’s sole expense, conduct, or have a third party conduct on its behalf, an audit of End User’s network security systems, facilities, practices and procedures to the extent Equifax reasonably deems necessary, including an on-site inspection, to evaluate End User’s compliance with the data security requirements.
9. Territory. You may only store Equifax Information within the boundaries of Canada or the United States (the “Territory”). You may not access, use or store Equifax Information, at or from, or send it to any location outside of the Territory without first obtaining Equifax’s written permission.
UK Criminal Record Requirements. If You are requesting criminal record results on Consumers for employment purposes within the UK:
1. You agree to fully comply with the Disclosure & Barring Service (“DBS”), Disclosure Scotland (“DS”) and/or AccessNI (“ANI”), or relevant processing standards (the “Code”) and ensure all Consumers are aware of the Code at the start of the recruitment process and make available a copy of the Code to the Consumer on request;
2. You confirm that the End User has a written policy regarding the hiring of ex-offenders, available upon request; and
3. You will notify Certn of who within Your organization is entitled to receive disclosure information and will promptly notify Certn of any changes
Australian Criminal Intelligence Commission (“ACIC”) Check Requirements.
1. If You are requesting a Nationally Coordinated Criminal History Check, as regulated by the ACIC, you acknowledge that the check will be completed by Certn’s Australia partner, InterCheck Global Pty Ltd. (“InterCheck”), further, You acknowledge that no results will be sent to You directly until the Consumer has authorized the release of the same.
2. You acknowledge that ACIC checks shall only be provided through InterCheck’s platform, and not through any API integrations, unless a separate Legal Entity Consumer (as defined by the ACIC) agreement has been executed by both You and InterCheck.

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7. SECURITY

End User shall implement and maintain a comprehensive information security program that contains administrative, technical, and physical safeguards that are appropriate to the End User’s size and complexity, the nature and scope of its activities, and the sensitivity of the Background Information provided to You by Certn; and that such safeguards shall be reasonably designed to (i) ensure the security and confidentiality of the information provided by Certn, (ii) protect against any anticipated threats or hazards to the security or integrity of such information, and (iii) protect against unauthorized access, use, disclosure, modification, destruction or any other interference of such information that could result in substantial harm or inconvenience to any Consumer (“Security Incident”).
In addition to the foregoing, End User will maintain a privacy policy that is clearly and accurately disclosed to Consumers and complies with applicable Laws and will maintain strict procedures to ensure that personnel are not able to use the Background Information or Reports for improper, illegal or unauthorized purposes, pursuant to requirements similar to the requirements of Section 6103(p)(4) of the Internal Revenue Code of 1986.
You agree not to: (i) copy, distribute, rent, lease, lend, sublicense or transfer the Platform, or make the Platform available to any third party, including Your affiliates, parents or subsidiaries without Certn’s express prior written consent, (ii) modify, decompile, reverse engineer, or disassemble the Platform or otherwise attempt to discover any underlying source code, ideas, algorithms, file formats or programming interfaces, (iii) create derivative works based on the Platform; (iv) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Platform; (v) use the Platform to develop a competitive product offering; (vi) use any agents, robots, scripts, spiders, or other automated means to access or manage the Platform; or (vii) allow Your personnel to access the Platform or order Reports for improper, illegal or unauthorized purposes, including on themselves, associates, or any other person except in the exercise of their official duties.
API Keys. Certn will make API keys available to You to access to the Platform, if applicable. You are responsible for securing Your API keys, and You agree not to publish or share them with any unauthorized persons, including Your service providers, except as approved by Certn in writing. You will contact Certn immediately if You become aware of any unauthorized use of Your API keys.

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8. CONFIDENTIONAL INFORMATION

Each party will keep confidential, all information and materials provided or made available, directly or indirectly, by the other party that is marked as confidential or proprietary, or is identified as confidential or proprietary at the time of disclosure, or the nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential (collectively, “Confidential Information”). Certn’s Confidential Information includes but is not limited to, the features, functionality and content of the Platform and any planned modifications or updates thereto, Fees and pricing information.
Each party will maintain all Confidential Information in strict confidence by using at least the same level of care that it uses for its own confidential information, but in no case less than a prudent and reasonable standard of care. Each party may use Confidential Information solely for the purposes of performing its obligations or exercising its rights hereunder. Information that either party can establish: (a) was lawfully in a party’s possession before receipt from the other party; or (b) is or becomes a matter of public knowledge through no fault of the receiving party; or (c) was independently developed or discovered by a party without the benefit of any Confidential Information of the other party, shall not be considered Confidential Information under this Agreement. Each party may disclose Confidential Information solely to its employees and representatives that have a need to know to accomplish the purposes of this Agreement and each of whom are bound to protect the Confidential Information from unauthorized use and disclosure under the terms of a written agreement with terms as protective of the Confidential Information as those set forth in this Agreement. Each party may also disclose Confidential Information in response to a valid order of a court or other governmental body or as otherwise required by law to be disclosed; provided that, the responding party gives sufficient notice to the disclosing party to enable the disclosing party to take protective measures, and/or in any event only disclose the exact Confidential Information, or portion thereof, specifically requested.

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9. Each party agrees that any violation of these confidentiality provisions will cause irreparable injury to the other party entitling the other party to injunctive relief or other equitable relief, in addition to, and not in lieu of, any other remedies such party may be entitled to. The disclosure of Confidential Information will be governed by this Agreement, which supersedes any previous confidentiality or nondisclosure agreement executed by or on behalf of the parties. Any such Confidential Information will be treated as if it were disclosed under this Agreement (and this Agreement were in effect) as of the date of such exchange.

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10. FEES

You shall pay for each Service request (“Order”) at the rate set forth in the Platform (the “Fees”) plus any Variable Fees and/or taxes. You are responsible for each Order You place, including Orders for Reports resulting (i) in a return of “clear,” “unable to verify,” or other similar result, and/or (ii) from user error in inputting data, duplicate order entries, and/or cancellations by You or Consumer. Payment of any accrued Fees shall be due within thirty (30) days of Your receipt of an invoice (if applicable). The foregoing sentence will not apply to those Orders paid by credit card at the time of ordering.
Certn shall be entitled to increase the Fees on an annual basis upon thirty (30) days notice to the End User.

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11. USAGE DATA.

Certn owns all right, title and interest in and to all data collected by Certn related to the operation of the Platform and Your use thereof (“Usage Data”). Usage Data may include Platform performance metrics and analytics, but does not include any Background Information or public records. Certn will not disclose Usage Data to any third party in a manner that identifies You without Your consent other than (i) to third party service providers who use it for the sole benefit of Certn or as required to provide You the Platform; or (ii) as may be required by Law or legal process.

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12. INTELLECTUAL PROPERTY.

Certn owns, or has exclusive rights to, all right, title, interest, and Intellectual Property Rights, in and to the Platform and any software, technology, materials and information related to the Platform, whether currently existing or later developed.
You own all right, title, interest, and Intellectual Property Rights, in and to any software application owned or controlled by You (excluding any APIs or Certn trademarks incorporated therein).
If You provide any feedback to Certn, You agree to assign all right, title and interest in and to such feedback to Certn and agree that Certn may freely use and exploit such feedback without compensation to You.

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13. INDEMNIFICATION.

You agree to defend and indemnify Certn, and its directors, officers and employees from and against any third party liabilities, damages, losses, judgments, costs, expenses (including reasonable attorneys’ fees), claims, actions, demands and suits (collectively “Claims”) arising out of or relating to: (a) Your breach of any Certifications, (b) any decision or action by You to provide a copy of the Report to a third party in violation of this Agreement, or (c) the willful or malicious conduct by You or Your employees

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14. DISCLAIMER.

YOU ACKNOWLEDGE THAT CERTN OBTAINS THE INFORMATION IN ITS REPORTS FROM THIRD PARTY SOURCES “AS IS”, AND THEREFORE PROVIDES THE INFORMATION TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. CERTN MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY REPORTS THAT THE REPORTS WILL MEET YOUR NEEDS, OR WILL BE PROVIDED ON AN UNINTERRUPTED BASIS; CERTN EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CERTN EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. CERTN AND ITS SUPPLIERS, LICENSORS, PARTNERS AND SERVICE PROVIDERS DO NOT WARRANT THAT THE FUNCTIONALITY AND INFORMATION PROVIDED BY THE PLATFORM WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED.
ANY DESCRIPTION OF CERTN’S SERVICES PROVIDED IN THE PLATFORM ARE FOR INFORMATION PURPOSES ONLY AND DO NOT FORM PART OF THE AGREEMENT OR HAVE ANY CONTRACTUAL FORCE.

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15. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CERTN WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, RELIANCE, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING LOSS OF REVENUE OR PROFITS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY INFORMATION OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY OR ERROR IN THE CONTENT, EVEN IF CERTN HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CERTN IS NOT LIABLE FOR THE OUTCOMES OF THE RESULTS. YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE CONTENTS OF THE REPORTS IS TO DISPUTE THE RESULTS.
CERTN’S CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT THE END USER ACTUALLY PAID DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, OR USD$100,000.00. RECOVERY OF THIS AMOUNT IS YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER AND THE PARTIES AGREE THAT THE LIMITATIONS AND DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE THEORY OF LIABILITY. THE PARTIES AGREE THAT THE LIMITATIONS AND DISCLAIMERS OF LIABILITY UNDER THIS SECTION CONSTITUTE A FUNDAMENTAL BASIS OF THEIR BARGAIN.

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16. UPDATES.

Certn may change its providers, the Platform features, and the production, support, delivery, layout or maintenance of the Reports from time to time, or discontinue the provision of a Report, in its sole discretion, provided that no such change will result in any material reduction in the utility, functionality, or integrity of Certn’s services to You. For any material and adverse changes to Report features and details, Certn will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice to You. You also acknowledge that within thirty (30) days of a Report completion date, Certn may update the Report as part of Certn's quality assurance purposes. In such cases, Certn will provide You and the Consumer a copy of the updated Report.

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17. TERM AND TERMINATION.

Term. The agreement between the parties will continue from Effective Date until terminated by one or both of the parties in accordance with the below (“Term”).
Suspension. Certn may suspend or limit Your access to or use of the Platform at any time if: (i) You do not timely pay all Fees due; (ii) in the sole discretion of Certn such action is necessary to prevent material errors or harm, or to limit Certn’s liability; or (iii) You attempt to access or use the Platform or Reports in an unauthorized or unlawful manner.
Termination. Certn may terminate or limit access to the Services and the Account at any time thirty (30) days’ notice to You, or immediately with or without notice if: (i) Certn believes that You have breached these Service Terms or violated any Law; (ii) requested to do so by a third party data provider; or, (iii) a material change in existing legal requirements adversely affects Your access to the Services. Certn may (but is not obligated to) terminate Your account if You are inactive on the Platform for six or more months.
Inactivity. Certn may terminate Your account if You are inactive for a period of more than twelve (12) months.
Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days written notice to the other party; provided that, You shall remain liable for all Fees incurred up to the termination date.

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18. NOT LEGAL ADVICE.

Certn does not, and cannot, provide legal advice or other compliance related services to You or guarantee Your compliance with Laws in Your use of the Platform or Reports. You understand that any Documentation, information, conversations or communication with Certn’s representatives regarding searches, verifications or other services offered by Certn are not to be considered a legal opinion regarding such use. You agree to consult with your own legal counsel (1) about the use of Background Information including but not limited to, the legality of using or relying on reported information, and (2) to review any forms as well as the content of prescribed authorizations, notices, adverse or pre-adverse action letters and any attachments to this Agreement for compliance with all Laws. You agree that the provision of such notices, pre-adverse or adverse action letters and the contents thereof is Your sole responsibility. You acknowledge and agree that You have no obligation to use, and are solely responsible for independently vetting the contents of, any sample forms that Certn has provided to You.
Any information released by Certn (including but not limited to the Reports) shall in no way be construed as Certn’s opinion on the solvency, capability, aptitude, experience, financial standing, creditworthiness, integrity or motives of any party or Consumer reported upon. The application of Reports and any other information resulting from the use of the Services requires You to use Your own judgment and skill. Information resulting from the Services merely reflects a recording of information received by Certn from various sources from time to time and as such Certn accepts no liability for any opinions, recommendations, forecasts, comments made, or actions and decisions taken in reliance on such information.

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19.GENERAL.

Governing Law. If the End User is located in the United States, Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles thereof; if the End User is located outside of the United States, this Agreement shall be governed by the laws of the province of British Columbia without regard to conflict of laws principles that would require the application of the laws of another jurisdiction.
Assignment. You may not assign any of Your rights or obligations under this Agreement without the prior written consent of Certn, such consent will not be unreasonably withheld. Subject to the foregoing, the rights and obligations under this Agreement shall ensure to the benefit of and are binding on the Your permitted assignees, transferees and successors. Any attempted assignment in violation of this clause is void.
Consumer Arbitration Provisions. To the extent You have a terms of use or similar document or agreement applicable to Consumers that includes an arbitration provision, You agree to add the following language (or language that is substantively the same) to that arbitration provision: “Our rights and obligations under this arbitration provision shall inure to the benefit of the consumer reporting agency regardless of whether the consumer reporting agency is named as a co-defendant with us or named individually in a claim that would otherwise be subject to this arbitration provision if brought against us.”
Sanctions Compliance. Neither You, nor any person having a direct or indirect beneficial interest in Your entity has been or is (i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union, Canada or any other governmental authority (collectively, “Sanctions”), (ii) organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions, or (iii) otherwise a party with which Certn is prohibited from dealing with under Applicable Laws.
Insurance. The End User represents and warrants that, during the Term of this Agreement, it will maintain, in full force and effect, appropriate insurance coverage for the Customer’s performance under this Agreement in accordance with the best industry standards applicable to such End User.
Integration. These Agreement, along with the Website Terms, and the Privacy Policy and any appendixes attachments referenced directly herein, reflect the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Certn may modify this Agreement in its sole discretion. Certn will make good faith efforts to give You at least thirty (30) days’ notice of any material and/or adverse changes to this Agreement, which notice may be provided via email or the Platform. For avoidance of doubt, if You have signed a separate MSA, the terms of that agreement shall govern the relationship between the parties and supersede the Agreement, as specifically set out in such agreement.
Force Majeure. Certn will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures; shortages of or inability to obtain labor, energy, or supplies; war, terrorism, riot, acts of God or governmental action; acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
Relationship. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture, or authority to bind the other party.
Severable. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provisions essential purpose.
No Waiver. Any waiver of a provision of this Agreement will only be valid if provided in writing and applies only to the specific occurrence so waived. Failure to enforce any provision will not constitute a waiver.
Equitable Relief. Nothing in this Agreement will limit a party’s ability to seek equitable relief. Section headings are not to be used in the interpretation hereof.
Survival. All provisions that, by their nature, are intended to survive, including but not limited to payment obligations, disclaimers of warranties, confidentiality, indemnities, and limitations of liability, shall survive the termination of this Agreement, including those provisions set out in any addenda, attachments, exhibits and/or schedules attached hereto.

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20. SUPPORT.

You can request Platform support during Certn’s normal business hours via email sent to support@certn.co. While Certn makes commercially reasonable efforts to ensure continuous availability of the Platform, Certn makes no representation, warranty or guarantee regarding the continuous availability or performance of the Platform.

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21. NOTICES.

An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Services Agreement if sent to the electronic mail address below or as specified by the receiving party. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party.

Certn: compliance@certn.co or by mail to 1006 Fort St Suite 300, Victoria, BC V8V 3K4.

Certn Service Terms