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Terms of Use (EULA)
Please Read the Following “Terms of Use (TOU)” Carefully.

BY ACCESSING, VIEWING, VISITING, USING, OR INTERACTING WITH THIS CERTINAL APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE ( “TOU”) AND THAT YOU ACCEPT AND WILL BE BOUND BY THIS TOU. IF YOU DO NOT AGREE TO THE TOU THEN YOU MUST IMMEDIATELY CEASE USING CERTINAL APPLICATION.

CERTINAL APPLICATION IS NOT MEANT FOR MINORS UNDER THE AGE OF 18 YEARS AND IS NOT SUBJECT TO ONLINE PRIVACY PROTECTION ACT (COPPA) OF 1998. IF YOU ARE A MINOR, PLEASE DO NOT USE CERTINAL APPLICATION.

This TOU govern the access and use of Certinal software , hereinafter referred to as “Certinal Application” by the Company and its Users. The entity using Certinal Application is hereinafter referred to as “Company”. The Company and its authorized employees, prospective employees, actual and potential partners, customers, suppliers, contractors, agents as visitors, viewers, users, subscribers, who are permitted by the Company to access and/or use Certinal Application are collectively referred herein as “Users”, are parties to this TOU. The term “you”, or “yours” refers to Users of the Company. If you are accessing and/or using Certinal Application on behalf of your Company as employee or as consultant, contractor, partner or agent, you represent and warrant that you have the authority to act on behalf of and bind your Company to the TOU and everywhere in this TOU that refers to “You” or “Your”, shall also include your Company.

Modification of TOU

Certinal reserves the right to update the TOU from time to time as may be necessary to address changes related to Certinal AApplication and its use. The most current version of the TOU can be reviewed by clicking on the “Terms of Use” hypertext link located within Certinal Application. It is important that you check back often for updates to the TOU. You agree to be bound to any changes to this “TOU” if you continue to use this Certinal Application even after any such modification is posted on Certinal Application.

Privacy Policy

For information about Certinal’ practices related to personal data and its processing, please read Certinal’ Privacy Policy. This Privacy Policy explains how Certinal treats your personal data and protects your privacy when you visit and/or use Certinal Application. You hereby agree to provide your consent to the use and processing of your personal data in accordance with these Terms of use and Certinal’ privacy policy as available on following link Privacy Policy

Grant of License:

Certinal grants Company and its Users a non-exclusive, non-transferable, non-sublicensable, revocable,limited license in accordance with Certinal Order. Users shall have no right to sub-license Certinal Application. In addition, the license granted herein shall not constitute a sale, lease, rental or any other transfer of Certinal Application or part thereof. Company agrees it does not acquire any license to use Certinal Application in excess of the scope and/or duration of the services specified in the Certinal Order or in the document deemed to be Certinal Order.

Certinal Order shall mean to include the order document as executed between Certinal and Company or any related commercial terms related to Certinal Application as agreed elsewhere in any other document by the Company which can be deemed to be Certinal order for using Certinal Application.

CONTENT

Through Certinal Application, Certinal provides you with access to a variety of resources, which may include upload and download areas, communication forums and information, and limited Certinal services. You are required to refrain from posting any illegal or unsuitable content. We reserve the right to remove any User provided content which comes to our attention and which, in our sole discretion, breaches this TOU. By way of illustration, and without limitation, you shall refrain from posting the following:

  1. Any content which may violate the privacy of other people. Our Service allows you to define specific privacy settings regarding your posts and details of your profile please make use of these abilities and respect the privacy of others.
  2. Any information relating to minors, which identifies them, their personal details or their address and other means of communication with them.
  3. Any content which does not belong to you or which you do not have a right to use.
  4. Any content that impairs and/or infringes the intellectual property rights of others, including copyrights and trademarks. We are extremely sensitive to the copyright and other intellectual property rights of others. Be aware that content, including photographs, even if submitted through your account, belongs to its creator or submitter and you should not reproduce it without permission of the owner.
  5. Any content which is obscene, indecent, defamatory, incites racial or ethnic hatred.

You further agree that you will not:

  1. Use the Certinal Application, or any part thereof, to “stalk” or harm any other user or any other person in any way.
  2. Impersonate any person or entity, including, but not limited to, Certinal officer, director, or representative, or falsely state or otherwise misrepresent your affiliation with a person or entity.
  3. Falsify headers or otherwise manipulate identifiers in order to disguise the origin of any UserContent transmitted on or through the Certinal Application.
  4. disrupt the normal flow of dialogue in a forum.
  5. Interfere with or disrupt the Certinal Application or servers or networks connected to the Certinal Application, or disobey any requirements, procedures, policies, or regulations of networks connected to the Certinal Application.
  6. “hack”, infiltrate or otherwise seek to gain unauthorized access to, or compromise the integrity of, the Certinal Application.
  7. Harvest collect or store information about the Users of this Certinal Application or the User Content posted by others on this Certinal Application or use such information for any purpose inconsistent with the purpose of this Certinal Application.
  8. Use any automated procedure to gather information or data on or from the Certinal Application by means of what is commonly called a “bot” or otherwise.
  9. Breach or attempt to breach the security of Certinal Application, network, servers, data, computers or other hardware relating to the Certinal Application or that of any third party that is hosting or interfacing with any part of the Certinal Application or use or distribute on the Certinal Application or other tools or devices designed to compromise privacy or security.

Any activity in the framework of the Certinal Application, that is brought to our attention and is in violation of applicable law, as determined in our sole discretion, will be brought to the attention of the proper authorities, and if needed the same shall be deleted.

Certinal Application enables parties to the e-document to affix electronic signature for executing such e-document. Users acknowledge that under no circumstances, Certinal shall be construed as party to any e-document which is electronically signed by the Users of the Company on Certinal Application. Certinal shall not be liable in any manner whatsoever for the transactions entered by the Users by electronically signing e-documents. Company hereby acknowledges that it shall have full control over the contents of e-document being electronically signed on Certinal Application.
Under applicable laws certain documents are excluded from being electronically signed. Before electronically signing any document on Certinal Application, the Company is required to perform its due diligence to ensure if the document can be signed electronically under applicable laws or not. The Certinal Application will not block signing of any such documents nor Certinal is liable in any manner whatsoever if Company electronically executes any such documents using Certinal Application.
The Company is required to do its due diligence in accordance with its requirement and applicable laws for retaining e-documents electronically signed on Certinal Application. The Company is required to take necessary back up of e-documents for storing it for longer period as may be required in accordance with applicable laws. Certinal shall not be liable in any manner whatsoever for ascertaining and/or recommending the Company for how long any such e-documents needs to be stored. Further Certinal is not liable to provide any such documents if demanded by any authority or third party.
If there are any other notary or stamping requirements related to electronic document then the Company shall perform its own due diligence for adhering to those requirements and ensure to comply with those requirements offline.
Certinal may use artificial intelligence(AI) capabilities in its Certinal Application, in such circumstances operational results of such AI enabled features are also dependent on the quality of inputs provided by the Company, hence considering such general inherent aspects of AI, Certinal does not represent or warrant that the operation, use or results of AI enabled features of the Certinal Application will be uninterrupted or error-free; or accurately extract and or display information as per Company’s expectations.

INTELLECTUAL PROPERTY RIGHTS

All rights to the Certinal Application, its contents and any documentation provided therewith, including title, ownership rights and intellectual property rights therein shall remain the sole and exclusive property of Certinal. Company and its Users shall not own any intellectual property rights with respect to the Certinal Application and its development, training material and accompanying documentation. Company and its Users shall own all intellectual property rights with respect to data and other relevant information provided by Company and its Users on Certinal Application

Company and its Users should not: (a) remove or modify any marks, trademarks or proprietary notices of Certinal, b) decompile, disassemble, duplicate or reverse engineer, create derivative works of or based on the Certinal Application or d) use any Certinal name, trademark or logo , sublicense or sell Certinal Application to any third party. Certinal hereby expressly prohibits unauthorized reproduction or distribution of Certinal Application and reserves to initiate requisite legal action for such violations.

CONFIDENTIALITY

“Confidential Information” shall mean any non-public information or data that is designated “confidential” by a party and/or its affiliates or that a reasonable person should understand is confidential, including without limitation Cetinal Application, technical, business, strategic, legal, or financial information or data, which is received by the other party as part of use and/or accessing Certinal Application. Each party shall, for the term of this Agreement and for a period of ten (5) years after termination, expiration or cancellation of this Agreement, use the same effort as it uses with respect to its own information of a like character, but not less than reasonable efforts, to: (a) maintain in confidence all proprietary and confidential information (“Proprietary Information”) that it receives (the “Receiving Party”) from the other party (“Disclosing Party”) during the Term, and under the provisions, of this TOU and that is clearly marked as confidential, or if initially disclosed orally or by demonstration or observation, is summarized in a writing and designated therein as confidential within a reasonable time after being so disclosed or if not marked as confidential, is known or should be known by the Receiving Party to be of a confidential nature; (b) not disclose such Proprietary Information to any third party (except to Affiliates or subcontractors of the Receiving Party (other than the Disclosing Party) who have a need to know such information exclusively for the purpose of executing its obligations or exercising its rights under this Agreement and who are bound by comparable confidentiality obligations); and (c) not use Proprietary Information received from the other party except as specifically authorized in writing. For avoidance of doubt, any document marked with the words “Confidential”, “Restricted”, “Proprietary”, or “Privileged” shall be treated as Proprietary Information. This obligation of confidence does not apply to information that:
(a) is available, or becomes available, to the public without fault of the Receiving Party.
(b) was in the possession of the Receiving Party on a non-confidential basis prior to receipt of the same from the Disclosing Party.
(c) is obtained by the Receiving Party without an obligation of confidence from a third party who is rightfully in possession of such information and is under no obligation of confidentiality to the Disclosing Party.
(d) is independently developed by the Receiving Party without benefit of the Proprietary Information; or
(e) the Receiving Party is legally required to disclose to governmental authorities or courts as a result of operation of law, regulation or court order, provided all reasonable steps are taken to restrict further disclosure by said authorities or court and the affected information so disclosed is not otherwise removed from the secrecy obligation.

 

For purposes of this Section, a specific item of Proprietary Information shall not be deemed to be within the foregoing exceptions merely because it is embraced by more general information in the public domain or in the possession of the Receiving Party. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the possession of the Receiving Party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the Receiving Party.

INDEMNITY

Certinal shall, defend, and indemnify Company, as well as their respective agents, officers and employees from and against, any and all losses, expenses, demands, liabilities, and claims made against Company, or any of their respective agents, officers and employees, by any third party, pertaining to (I) any allegation that the Certinal Application infringes any patent or copyright or other proprietary right of any third party. Any indemnities given hereunder will not apply in the event that the Company or User’s use Software in any illegal or unlawful or unauthorized manner (II) for any injury or alleged injury (including death and/or disease), or property or other damage, actual or alleged, unless caused by the gross negligence or intentional misconduct of Company, which arise out of or are in any way related to Certinal or its subcontractors, or any employee, agent or officer of Certinal or its subcontractors, presence on premises owned, operated or leased by Company or under the control of Company.

LIMITATION OF LIABILITY

YOU UNDERSTAND AND AGREE THAT Certinal SHALL NOT BE LIABLE TO YOU OR THE COMPANY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Certinal HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE CERTINAL APPLICATION, AND/OR ITS SERVICE; (ii) PROCUREMENT OF GOODS AND SERVICES, INFORMATION OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM CERTINAL APPLICATION (iii) ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE CERTINAL APPLICATION AND/OR SERVICE. CERTINAL’s MAXIMUM LIABILITY SHALL BE LIMITED TO THE FEES PAID BY THE COMPANY TO CERTINAL.

DISCLAIMER OF WARRANTY

Certinal DOES NOT PROMISE THAT THE CERTINAL APPLICATION OR ANY CONTENT, SERVICE OR FEATURE OF THE CERTINAL APPLICATION WILL BE ERROR-FREE OR UNINTERRUPTED. USERS HEREBY EXPRESSLY AGREES AND ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THIS TOU, THE CERTINAL APPLICATION IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS WHATSOEVER WITH RESPECT TO THE SOFTWARE OR ANY WORK OR SERVICES PERFORMED BY Certinal OR ITS EMPLOYEES, CONSULTANTS OR AGENTS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED
PERTAINING TO THE CONTENTS OF CERTINAL APPLICATION, CERTINAL MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ITS ACCURACY, ADEQUACY, SUFFICIENCY, OR FREEDOM FROM DEFECT OF ANY KIND. USERS ASSUME ALL THE RISK OF VIEWING, READING, USING, OR RELYING UPON ANY CONTENTS AVAILABLE ON CERTINAL APPLICATION OR POSTED BY USERS ON CERTINAL APPLICATION, THIRD PARTY PROVIDED MATERIALS OR ANY OTHER INFORMATION AVAILBABLE ON CERTINAL APPLICATION. UNLESS YOU HAVE OTHERWISE FORMED AN EXPRESS CONTRACT TO THE CONTRARY WITH Certinal, YOU HAVE NO RIGHT TO RELY ON ANY INFORMATION CONTAINED HEREIN AS ACCURATE. Certinal MAKES NO SUCH WARRANTY. USER DOWNLOADS INFORMATION FROM CERTINAL APPLICATION AT THEIR OWN RISK. Certinal MAKES NO WARRANTY THAT DOWNLOADS ARE FREE OF CORRUPTING COMPUTER CODES, INCLUDING, BUT NOT LIMITED TO, VIRUSES AND WORMS. ANY MATERIAL UPLOADED OR DOWNLOADED OR OTHERWISE DEMONSTRATED THROUGH CERTINAL APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY CLAIMS ARISING OUT OF DOWNLOADING OR UPLOADING ANY MATERIALWITHIN CERTINAL APPLICATION.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Certinal OR THROUGH OR FROM Certinal SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. NOTHING IN THE TERMS OF USE SHOULD BE CONSTRUED TO CONFER ANY RIGHTS TO THIRD PARTY BENEFICIARIES.

DATA PROTECTION

Certinal represents that it has adequate technical and organizational measures required by EU Data Protection laws and regulations, to protect personal data from misuse. Company must ensure that all legal requirements on your part are met so that Certinal can perform its contractual services without infringing the law. Company acknowledges and agrees that any of Company’s personal information will always be processed by Certinal in consistent with the Certinal’ Privacy Policy.

Certinal warrants that to the extent it processes Personal Data on behalf of Company it shall:

(a) act only on reasonable and lawful instructions from Company.
(b) have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
(c) take all reasonable steps to ensure the reliability of any of its staff who have access to personal data processed in connection with their use of Certinal Application.

LINKS TO OTHER WEBSITES

Certinal may provide reference or links to third party websites. Certinal shall not be responsible for any consequences arising out of users’ visits to the third-party websites, and it is users’ duty to review the privacy policies posted on such third-party websites before accessing such websites. Please be aware that Certinal neither own or control nor is responsible for the privacy policies or information practices of third parties or their websites.

SECURITY REQUIREMENTS

Certinal shall be responsible for maintaining a data privacy and information security program, Which includes physical, technical, administrative, and organizational safeguards, that is reasonably designed to: (a) ensure the security and confidentiality of Company’s data; (b) protect against any anticipated threats or hazards to the security or integrity of Company’s data; (c) protect against unauthorized disclosure, access to, or use of Company’s data; (d) ensure the proper disposal of Company’s data; and, (e) ensure that Supplier and Supplier’s subcontractors if any shall comply with all of the foregoing.

Ensure annual performance of an SSAE16 audit and SOC2 Type 2 audit or similar third-party audit in accordance to established industry standard and shall make available to Company for review all independent third-party audit reports. Company shall treat all such audit reports and findings as confidential information under the Agreement; Certinal’ such policies and procedures with respect to such data privacy and information security program shall be no less rigorous than (a) those maintained by Supplier for its own information of a similar nature.

Certinal shall maintain disaster recovery plan. This disaster recovery plan of Certinal will refer to the strategy and plans that Certinal have set in place to respond to incidents and business disruptions in order to continue Certinal Application. Disaster recovery plan will cover critical activities and resources necessary to provide support. In addition, Certinal may update its disaster recovery plan for any improvement.

SECURITY INCIDENTS

Certinal shall report to Company all known or suspected Security Incidents. “Security Incident” means any unauthorized action by a known or unknown person which, if attempted, threatened, or successfully completed, should reasonably be considered one of the following: an attack, penetration, disclosure of confidential customer or other sensitive information, misuse of system access, unauthorized access or intrusion (hacking), virus intrusion, or scan of Certinal’s systems or networks, all to the extent they affect the security, confidentiality or integrity of the Company’s confidential information received, stored, processed, or maintained by Certinal.
If a Security Incident occurs, Certinal shall immediately notify Company and provide the following information: nature and impact of the Security Incident; actions already taken by Certinal; Certinal’s assessment of immediate risk; and corrective measures to be taken, evaluation of alternatives, and next steps. Certinal shall continue providing (i) appropriate status reports to Company regarding the resolution of the Security Incident and prevention of future such Security Incidents, and (ii) cooperation, as reasonably requested by Company, in order to further investigate and resolve the Security Incident. Certinal shall preserve evidence of all Security Incidents.

ACCESS AND DISCLOSURE

Certinal may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Certinal Application, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Certinal’s rights or property, or the rights or property of Users of the Certinal Application. Certinal always reserves the right to disclose any information that Certinal deems necessary to comply with any applicable law, regulation, legal process or governmental request. Certinal also may disclose your information when Certinal determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that Certinal may preserve any transmittal or communication by you with Certinal through the Certinal Application or any service offered on or through the Certinal Application , and may also disclose such data if required to do so by law or Certinal determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Certinal, its employees, users of or visitors to the Certinal Application , and the public.

5. FEES; EXPENSES; INVOICES; PAYMENT

  1. Subscription Plan: Certinal Application’s subscription plans and its details related to the fees, term and number of user licenses shall be set out in the Certinal Order. The subscription plan as set out in Certinal Order shall also mention details of charges for adding any additional license users. Certinal reserves to make changes in the subscriptions plans or make changes to the scope related to any subscription plan. If the Company does not terminate the subscription plan by providing 30 days written notice to Certinal then the subscribed subscription plan shall renew for successive term of one year with price escalation of 5% from previous year fees.
  2. Fees: Company shall pay to Certinal the fees as specified in the applicable Certinal Order, in accordance with the subscription plan as accepted by the Company in the Certinal Order document. In no event shall Company be obligated to pay Certinal any fees, expenses or costs other than those set forth in the applicable Certinal Order. Certinal shall prepare and submit invoices to the Company in such form and with such supporting documentation as Company may reasonably require.
  3. Payment: Payment of amounts set forth in each invoice is due within thirty (30) days after receipt of Certinal’ invoice. Except as expressly stated otherwise in the applicable Order. All Fees are exclusive of taxes (if any). Company agrees to pay any itemized sales, value-added or other similar taxes imposed by applicable law that Certinal must pass through based on the Services. Company shall not be responsible for any taxes based on Company’ income or on the value of its property. Payment made by the Company are non-refundable except as provided here in this Agreement. Company accepting Certinal Order entitles Certinal to raise invoice to the Company.
  4. If the company fails to make timely payment of the invoice amount as submitted by Certinal, then Certinal reserves to impose late payment charges equal to 2% of the unpaid balance amount per month. Further Company shall reimburse all cost and expenses including attorney fees and other legal cost, if any incurred by Certinal to recover unpaid amount from the Company.

TERM AND TERMINATION

Term of Certinal Order: This TOU is valid for any Certinal Order Each Certinal Order shall shall be governed by the terms and conditions of this TOU. Even if any commercial term related to Certinal Application mentioned elsewhere and agreed by the Company to be deemed to be a Certinal Order is mentioned in some other document, still the usage of Certinal software shall be governed by this TOU. Each Certinal Order can only be terminated in accordance with the termination, provision as mentioned under this TOU.
Either party may terminate the use of Certinal Application under Certinal Orderin the event that (i) the other party is in default of any of its material obligations hereunder and such default is not remedied within 30 days of receipt of written notice thereof or (ii) the other party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, proceedings are instituted by the other party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, a receiver, liquidator or trustee is appointed in respect of any property or assets of the other party or an order is made for the liquidation, dissolution or winding up of the other party.

Certinal by providing reasonable written notice to the Company shall have the right to suspend and/or terminate the use of Certinal Application by the Company and its Users, if the Company makes any default in making timely payment to Certinal as set out in Certinal Order for the use of Certinal Application.

You agree that Certinal may, in its sole discretion and without prior notice, terminate your access to the Certinal Application and/or block your future access to the Certinal Application (i) if we determine that you have violated this TOU or Certinal Order which may be associated with your use of the Certinal Application. II) requests by law enforcement or other government agencies. or any User is prohibited from using Certinal Application under any applicable laws. You also agree that any violation by you of this TOU will cause irreparable harm to Certinal, for which monetary damages would be inadequate, and you consent to Certinal obtaining any injunctive or equitable relief that Certinal deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Certinal may have at law or in equity. The Company shall pay Certinal all amount which is due to be paid until the date of termination and /or expiry of the Certinal Order.

FORCE MAJEURE

A party (“Affected Party”) is not liable for any delay or failure to perform an obligation (other than to pay money) under this TOU caused by:

(a) Act of God.

(b) strike lock out or other industrial action other than those specifically caused by or arising from the Affected Party’s action or inaction.

(c) war, riot, insurrection, terrorism, vandalism, sabotage or epidemic; and

(d) law, rule or regulation of any government or governmental agency and executive or administrative order.(each an “Event”).

The Affected Party must notify the other party as soon as practicable of any anticipated delay or failure caused by an Event. The performance of the Affected Party’s obligation is suspended for the period of delay caused by the Event, provided however that the Affected Party must keep the other party fully informed of its plans to work around the issues caused by the Event and comply with all reasonable requests made by the other party to prevent, or minimise the impact of, the Event. If a delay caused by an Event exceeds 1 month, either party may terminate Certinal Order at the expiration of not less than 5 Business Days’ notice to the other party.

CHOICE OF LAW AND FORUM

The Terms of Use and the relationship between Company and Certinal shall be governed by the laws of New Jersey without regard to its conflict of law and provisions. Any cause of action or claim you may have with respect to Certinal Application and its use must be commenced within one (1) year after the claim or cause of action arises or else such claim or cause of action shall be deemed to be barred. Company and its Users agrees to use binding arbitration for any claim, dispute, or controversy (“CLAIM”) of any kind (whether in contract, tort or otherwise) arising out of or relating to the Certinal Application, TOU and privacy policy. Arbitration shall be conducted pursuant to the rules and regulations of International chamber of commerce. Arbitration shall take place in English language and the seat of arbitration shall be at Mumbai, India. The Company and its Users hereby agree and submit themselves to the Arbitration and expressly waive off their right to have any Jury trial.

Any dispute arising hereunder, which is not settled through formal or informal negotiation or mediation between the parties, shall be settled through arbitration based on the arbitration norms of the International Chamber of Commerce. The arbitration shall be conducted by a single arbitrator. The language of the arbitration shall be the English language. The seat of arbitration shall be based on the following parameters: (i) if Company is based in Australia region, arbitration seat shall be in Melbourne, Australia; (ii) if Company is based in EU, arbitration seat shall be in Amsterdam, Netherlands; (iii) if Company is based in the UK, arbitration seat shall be in London, England; (iv) if Company is based in the United States or Canada, arbitration seat shall be in New Jersey; (v) if Company is based in APAC region, arbitration seat can be mutually agreed as Singapore or Mumbai, India; (vi) if Company is based in Middle East region, arbitration seat shall be in Dubai; (vi) if Company is based in any other regions not covered above, arbitration seat shall be at Singapore.

This Agreement shall be governed in accordance with the laws of the region where the Company’s registered place of business is situated and as set out in the Order document.

ENTIRE AGREEMENT

This TOU and Certinal Order is the complete agreement for the Certinal Application licensed to the Company and its Users. This TOU supersedes all prior or contemporaneous agreements or representations with regards to the subject matter of this TOU. Waiver and Severability of Terms: If any provision of this TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU in full force and effect. Any rights not expressly granted herein are reserved.

CONTACT

To the best of Certinal’ knowledge, all material published by Certinal in this TOU, is done with the full agreement of the copyright owners (be that Certinal or another party). If you come across a situation where you suspect that this may not be the case, in accordance with the Digital Millennium Copyright Act (DMCA), we ask that you contact:

DETAILS FOR CONTACTING Certinal

Phone: +91 22 66407676
Email: tech-support@www.certinal.com

If you have concerns about your rights under the Data protection laws are being violated or if you have any other concern or queries regarding the data security of Certinal Application, then please write to us on: Email: itis@www.certinal.com