Terms of Service
Please Read Carefully Before Using the SimpleCert® Website and Service: The following terms and conditions (“Terms of Service”) govern your use of the SimpleCert®, website (the “Site”) and services accessed through the Site (collectively, the “Service”) operated by SimpleCert®, LLC. (“SimpleCert®“, “we” or “us”). By accessing and using the Service and/or any information, content, templates, or materials made available on the Service, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Service. Violation of any of the terms below may result in the termination of your account.
You should check these Terms of Service and this Site periodically for modifications. SimpleCert® may modify the Site and/or the Terms of Service from time to time without notice to you. If SimpleCert® makes material changes to the Terms of Service, we will post the revised Terms of Service and the revised effective date on this Site. Any continued use by you of the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Service.
Effective: May 21, 2018
USE OF SERVICE
Upon Registration, and subject to these Terms of Service, we and our licensors grant to you a limited, personal, non-exclusive, non-transferable license to use our Services for your personal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services and those of our licensors are protected by applicable intellectual property laws. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services. Any rights not expressly granted herein are reserved by us.
The Site and the Services are available only to persons or organizations that can form legally binding contracts under applicable law. Without limiting the foregoing, the Site and the Services are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Site or the Service. If you are using the Site or the Service on behalf of an organization, you represent and warrant that you have the ability to bind such organization by your use of the Site and the Service. SimpleCert® may refuse service to anyone for any reason at any time.
You are responsible for maintaining the privacy and security of your account. You agree to notify SimpleCert® immediately of any unauthorized use of your account or any other breach of security. SimpleCert® will not be held liable for any damage or loss that may result from your failure to protect your login information, including your password.
SimpleCert® may communicate with you via email regarding your account, system updates, or other issues related to your account.
You agree to provide true, accurate, current and complete information about yourself and your organization, as applicable, as requested in the registration form and elsewhere on the Site, and agree to update such information if it changes.
The Service is offered with a basic free subscription. This free subscription provides you with access to SimpleCert®’s certificate and email generator, data records and history located in the “Store” module, and the ability to distribute a maximum of 10 certificate notifications per month. If you wish to distribute more than 10 certificates per month or want to have access to more advanced features that are built into SimpleCert®, you have the ability to upgrade to a paid account at any time.
FEES, PAYMENTS AND TAXES
SimpleCert®’s paid accounts are billed on a subscription basis (“Subscriptions”), or a Pay as You Go (“Pay as You Go”) basis.
Subscription accounts will be billed in advance on a recurring, periodic basis (called a “billing cycle”), even if you are not actively using the Site or Services. Billing cycles are monthly, at a rate that is dependent on what subscription level you select when purchasing a Subscription. Payment for the Products will be made in advance by a valid credit card accepted by us. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account settings or by contacting our customer support team. You may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
Pay as You Go accounts require an advance purchase of credits. The amount of credits you wish to purchase in advance, and the corresponding cost for the purchase of credits will be selected by you from one of the available Pay as You Go options listed within your SimpleCert® account. Credits purchased by you are available for you to use at any time. You are able to purchase additional credits at any time, at your sole discretion.
If we are for any reason unable to charge for payment by credit card, we will attempt to notify you by email and your SimpleCert® account may be disabled until payment is received.
You agree to not repeatedly upload and remove unique email addresses, or otherwise try to manipulate data in an attempt to circumvent the listed fee structure or other billing procedures.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
SimpleCert® may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Notice of fee change may be provided at any time by posting the changes to the SimpleCert® site, email communication from us, or within the Service itself.
CANCELLATION AND TERMINATION
You are solely responsible for properly canceling your account. You will remain liable for all charges accrued up to that time, including full monthly charges for the month which you discontinued service.
You are able to cancel your account, and permanently delete all data from your account at any time. To delete your account, navigate to “Account Settings”, and select “Delete Account”. By following the steps to delete your account, you will permanently erase your account and all data that was contained within it. This is a non-reversible action. You take full responsibility for properly maintaining your account for the entire lifecycle of the service, including any decision to delete your account. SimpleCert® is not responsible for any accounts or data that have been deleted, either by you or by someone else whom may have access to your account.
At our sole discretion we may limit, suspend, or stop providing the Services to you if you fail to comply with these Terms (such as a failure to pay fees when due), or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. SimpleCert® may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we suspend or terminate your access to the Site and Service, we will attempt to give you advance notice and an opportunity to export a copy of your certificates, content and records from the Site. However, there may be time sensitive situations where SimpleCert® may decide that we need to take immediate action without notice.
There will be no refunds or credits of Service Fees for partial months of Service access, as a result of any upgrade or downgrade of the Service, or for any period of time during which you do not use the Service but have not cancelled your Account.
UPGRADES AND DOWNGRADES OF SERVICE
You retain the ability to upgrade or downgrade your service level at any time, subject to the acceptance of these terms of service. Any upgrade or downgrade in plan level, will result in the new rate being charged immediately and a new billing cycle beginning on the date that you upgrade or downgrade.
Downgrading your service level may cause the loss of features or capacity of your account. SimpleCert® does not accept any liability for such loss. It is your responsibility to properly downgrade your Account in order to terminate recurring charges to your credit card.
You will not upload, import or incorporate data into any upload lists, certificates, emails or any other aspects of the Site that contain information deemed to be sensitive or confidential, including but not limited to: social security numbers, national insurance numbers, credit card information, passwords, security credentials, Personally Identifiable Information (PII), or sensitive personal or health information of any kind. SimpleCert® will not be liable for any legal actions or harm, financial or otherwise, that may arise out of your disregard of this requirement. Any accounts discovered to be in violation of this requirement will be terminated immediately. You agree to forgo all claims against us for any loss of information, lists, certificates, payments made, or any other items contained on the Site as a part of your account that arise from a violation of this requirement.
As a part of the Service, SimpleCert® will automatically store any data either entered into the Service or uploaded by you. This data can include but is not limited to: billing and/or personal data required of you to set up and maintain your account, data manually entered or uploaded by you on any certificate, certificate template and notification email, and any recipient data either manually entered or directly uploaded into the Site. SimpleCert® shall store this data on your behalf for as long as you maintain your account, and as a user of the system you consent your approval for us to store this data on your behalf. As a user of the Service, you are able to download, and/or delete data in your account at any time. SimpleCert® shall not be responsible or liable for any loss or deletion of data in your account, regardless of cause including data breach, and/or system outage. We will not share, re-use, sell or distribute any of your data at any time.
COMPLIANCE WITH LAWS
The Site and the Service shall only be used for lawful purposes and you shall use the Site and the Service only in compliance with this Agreement, the CAN-SPAM Act and regulations thereunder and all other applicable U.S., state, local and international laws in your jurisdiction, including but not limited to (i) Canada’s Anti-Spam Legislation, Europe’s GDPR’s regulations, and any other policies and laws related to unsolicited emails, spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws, (ii) laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your products or services, (iii) laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards, and (iv) laws that govern lotteries, sweepstakes, contests and promotions and (v) laws or regulations as specified by governing agents or organizations that allow, permit, or license the use of certification standards as a part of any certification or continuing education program.
You agree to import, access or otherwise use only certification and email lists in connection with the Site and the Service for which all listed parties have expressly consented to receive correspondence from you. In your use of the Site or the Service, you shall represent yourself or your organization accurately and will not impersonate any other person, whether actual or fictitious. You agree that you are the sole or designated “sender” (as such term is defined in the CAN-SPAM Act of 2003 and any rules or regulations adopted under such act (the “CAN-SPAM Act”) and received consent using clear, affirmative action to send emails in compliance with GDPR regulations that) of any notification emails sent by you using the Site or the Service. Similarly, for messages sent to Canadian email accounts, you are the sole person sending or causing or permitting the message to be sent by you using the Site or the Service (within the meaning of Canada’s Anti-Spam Legislation, S.C. 2010, c. 23 (“Canada’s Anti-Spam Legislation”)).
You agree that you shall not utilize the Site or the Service to send any message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service (including content on an Internet website operated for a commercial purpose) (a “commercial electronic mail message” as defined in the CAN-SPAM Act or Canada’s Anti-Spam Legislation, or GDPR regulations) to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting.
COMPLIANCE WITH LAWS
NO RIGHTS IN SOFTWARE
This is an Agreement for services and access to the Site, and, except as expressly set forth herein, you are not granted a license to any software by this Agreement and nothing on the Site shall be construed to confer any grant or license of any intellectual property rights, whether by estoppel, by implication, or otherwise. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Site or the Service or any software, documentation, or data related to the Site or the Service (“Software”); remove any proprietary notices or labels from the Site or the Products or any Software; modify, translate, or create derivative works based on the Site or the Products or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Site or the Products or any Software. If you are using the Site or the Service in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site, the Software or the Service, then you hereby covenant that, prior to engaging in such activities, you will first request that we perform such work at our standard professional services rates. We can then decide either: (a) to perform the work in order to achieve such interoperability and charge our then standard rates for such work to you; (b) to permit you to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability; or (c) to provide you with the information that you need regarding the Software for the purpose for which applicable law permits you to engage in such activities despite a contractual prohibition on such activities.
DATA BREACH NOTIFICATION
For European customers and per GDPR regulation, we agree to immediately notify you of any data breach involving data collected, stored and uploaded on the Site within 24 hours of detection of breach. For customers outside of Europe and who are exempt of GDPR regulation, we will do our best effort to notify you of any data breach involving data collected, stored and uploaded on the Site. We take these actions in best effort and intention, and to remain in compliance with any and all regulation regarding data breaches, but in no way shall these notifications be viewed or understood to be an admission of neglect or fault by us for any possible causes or outcomes of any data breach.
COPYRIGHT AND OWNERSHIP
SimpleCert® and/or its suppliers own the intellectual property rights to any and all protectable components of the Site and Service, including, but not limited to, the name of the Service, artwork and end-user interface elements contained within the Service, any of the individual features, and the related documentation. You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or dissemble any aspect of the Service which SimpleCert® or its suppliers own.
We claim no intellectual property rights over any certification content, or certification designs that you upload or utilize within to the Site. However, by using the Service, you agree that others may view and share your Content.
By uploading or utilizing any graphics or materials such as but not limited to: logos, images, trademarks, pictures, templates, designs or drawings as a part of your use of the Site and the Service, you expressly warrant and agree that you have sole and complete legal authority and permission to utilize these items. SimpleCert® is not responsible for any disputes, lawsuits or claims that may arise out of your use of copyrighted material. Upon discovery of the use of unauthorized material, copyrighted or otherwise, SimpleCert® shall terminate your subscription immediately.
SimpleCert® continuously upgrades the relevant hardware and software components associated to deliver a highly secure service to the you. In the event of such modifications, SimpleCert® will plan for scheduled downtimes of its services and notify users accordingly.
By signing up to utilize the SimpleCert® service, you agree to receive Transactional Communications from us regarding your account. These communications via email are essential in order for you to utilize the Service. These communications can include but are not limited to: account/email address verification emails, password reset emails, support ticket response emails, system downtime notification emails, SMTP server setting test emails, and incident response emails regarding spam reports, IP blacklisting and general misuse of the SimpleCert® service by you. If you do not wish to receive these emails, do not create a SimpleCert® Account.
If you agree to receive Marketing Communications from us, we may send communications (letters, emails, offers, etc.) regarding information, tips and tricks, and knowledge/instructional information about the service and site. By opting in and agreeing to receive Marketing emails, you warrant and agree that you wish to receive these communications. If you decide you no longer wish to receive these communications, you can “Opt Out” of marketing communications directly via the “Unsubscribe” link listed on the email communication, or by emailing firstname.lastname@example.org and telling us what communications you no longer wish to receive.
In recognition of the global nature of the Internet, you agree to comply with all local rules where you reside, or your organization is located regarding online activities, email and the Site or the Services. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. The Site and the Services are controlled and operated by us from our offices within the United States and we make no representation that the Site or the Services are appropriate or available for use in other locations. Those who access the Site or the Services from other locations do so at their own initiative and risk and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Site or the Services where prohibited by law.
In the event that a court of law holds any provision of this Terms and Conditions to be invalid, such holding shall have no effect on the remaining provisions of this Terms and Conditions and they shall continue in full force and effect.
This Terms and Conditions contain herein shall be the agreement between you and us. SimpleCert® may revise the Terms and Conditions at any time by updating this section. You are advised to visit this page periodically to review the Terms and Conditions.
You may not assign these Terms of Service without SimpleCert®’s prior written consent. SimpleCert® may assign these Terms at any time without notice to you.
You agree to indemnify and hold SimpleCert®, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability, including data breaches and system outages, caused by your use of the Services and Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Site or the Service.
WARRANTY DISCLAIMER; REMEDIES; RELEASE
You expressly agree that the site and the Service are provided on an “As Is” and “As Available” basis. Use of the Site or Service, and any reliance by you upon the Site of Service, including any action taken by you because of such reliance, is at your sole risk. We do not warrant that the use of the Site or Service will be uninterrupted or error free, nor does SimpleCert® make any warranty as to the results that may be obtained from the use of the same. We disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability. Fitness for a particular purpose and noninfringement. No statement or information, whether oral or written, obtained from us in any means or fashion shall create any warranty not expressly and explicitly set forth in this agreement.
We shall have no liability of any nature whatsoever for your compliance with or breach if any license or terms and conditions of any third parties or third-party services.
No claim may be asserted by you against us more than 12 months after the date of the cause of action underlying such claim. Your sole and exclusive remedy for any failure or nonperformance of the site or the Service shall be for us to use commercially reasonable efforts to adjust or repair the site or the Service.
LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, SimpleCert® and our suppliers, and licensors will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, Damages for loss of profits, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of these damages), resulting from your use of the Site or the Service. Under no circumstances will the total liability of us and our suppliers and licensors of all kinds arising out of or related to your use if the Site and Service (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the amounts, if any, that you have paid to us for your use of the Site and Service in the 3 months prior to the applicable claim.
THIRD PARTY BENEFICIARIES
Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective permitted successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.
Titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.
Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever.
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees.
These Terms of Service shall be governed by the laws of the State of Oregon, in the United States of America without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Oregon for the purpose of resolving any dispute relating to your access to the Site or use of the Service.
If you have any questions about these Terms of Service, or if you want to contact SimpleCert® for any reason, please direct all correspondence to: SimpleCert®, 4224 NE Halsey Street Suite 320, Portland OR 97213 or email us at email@example.com