Purchase Agreement and Limited Warranty

Last Updated:  May 26, 2020

PURCHASE AGREEMENT AND LIMITED WARRANTY This Purchase Agreement and Limited Warranty (“Agreement”) constitutes a contract by and between CERTIFY Global Inc. ("CERTIFY") and any person or entity who purchases or uses any of the following products and/or services ("Customer") (each a "Party" and collectively the "Parties") as of the date the Customer first purchases or uses the products and/or services (“Effective Date”).  This Agreement governs the Parties’ relationship regarding the products and/or services set forth on the Company’s website located at www.certify.me (“Products”).

By purchasing or using any Products, you agree to all of the provisions of this Agreement.  If you do not agree to the terms of this Agreement, you may not purchase or use the Products.

By purchasing or using any Products, you also agree to the Terms of Use and related documents on the Company’s website located at www.certify.me governing the use of the Snap software running on the Products, the CERTIFY.me cloud platform, and any another other software associated with the Products. Such related documents include but are not limited to CERTIFY’S Privacy Policy, GDPR Policy, and Business Associate Agreement, which govern the use of all information collected in connection with the use of the Products. If you do not agree to CERTIFY’S Terms of Use or related documents, you may not purchase or use any software associated with the Products.

USE OF PRODUCTS

You will only use the Products in accordance with this Agreement and any documentation regarding the Products.  You will only use the Products in accordance with applicable law, including applicable privacy law, export control law, and government contract law.  You will only use the Products for the purpose for which are intended, and you will not use the Products to enable any illegal or otherwise improper activity.  You agree that you will not gain or attempt to gain unauthorized access to the Products, including by reverse engineering the Products or any aspect of the Products, including any hardware or software contained in the Products (including any firmware contained in the Products).  You are responsible for any misuse of the Product by your employees, contractors, and agents.

CONFIDENTIAL INFORMATION

The Parties may exchange certain non-public business information (“Confidential Information”) in connection with Agreement.  Either Party may disclose or receive Confidential Information under these Terms of Use (each a “Disclosing Party” or a “Receiving Party”).  The Parties agree that the Disclosing Party owns all right, title, and interest in and to any Confidential Information that it discloses to the Receiving Party.

Confidential Information may include information regarding:  (a) the intellectual property associated with the Parties’ products and services (“Intellectual Property”); (b) the Parties’ products and services; and (c) the Parties.  Confidential Information includes information in the above categories:  (a) whether or not the information is marked confidential; (b) whether or not the information is disclosed in written form or verbally; and (c) whether or not the information is disclosed before or after the Effective Date of this Agreement.  Confidential Information does not include information:  (a) that was public knowledge at the time of disclosure or becomes public knowledge after the time of disclosure through no action of the Receiving Party; (b) that was otherwise known to the Receiving Party at the time of disclosure; or (c) that is subsequently obtained from a third party under no confidentiality obligation to the Disclosing Party, unless the information reasonably should be considered confidential.

The Receiving Party will use the highest degree of care in protecting the Disclosing Party’s Confidential Information and will only disclose such information to:  (a) the Receiving Party’s employees, independent contractors, service providers, and other persons and entities associated with the Receiving Party who have a need to know such information in order to perform their duties and who have signed agreements requiring them to protect third-party confidential information; and (b) persons and entities who the Disclosing Party agrees may have access to such information, provided the Disclosing Party agrees in writing.  The Receiving Party is responsible for any violation of the confidentiality provisions of these Terms of Use by any persons or entities who receive any Confidential Information from the Receiving Party

If the Receiving Party receives a valid government demand for the Disclosing Party’s Confidential Information, such as a court order, search warrant, or subpoena, the Receiving Party will promptly inform the Disclosing Party (unless such notice is prohibited), and upon the Disclosing Party’s request, the Receiving Party will provide reasonable assistance in maintaining the confidentiality of the information.  If the Receiving Party discloses any of the Disclosing Party’s Confidential Information, it will only disclose the information strictly required by the government demand/

INTELLECTUAL PROPERTY

CERTIFY owns or licenses the Products, and all right, title, and interest in and to any Intellectual Property relating to the Products, whether created by or on behalf of CERTIFY, including:  (a) all inventions, improvements, designs, configurations, symbols, names, slogans, literary works, artistic works, derivative works, and all ideas, discoveries, creations, and know-how of any kind relating to the Services; and (b) all patent, trademark, copyright, trade secret, and other intellectual property rights relating to the Products in any country in the world.  CERTIFY owns such Intellectual Property, whether or not expressly specified in this Agreement, and whether or not created before, during, or after the Effective Date.  No license or other right in such Intellectual Property is granted by this Agreement, except as expressly provided in this Agreement.

DISCLAIMER OF WARRANTIES

EXCEPT AS SPECIFIED IN THE FOLLOWING LIMITED WARRANTY, THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS.  ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY CERTIFY AND ITS SUPPLIERS, LICENSORS, DISTRIBUTORS, AND RESELLERS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OF RESULTS, OR NON-INFRINGEMENT, OR AN IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE.  TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO SIXTY DAYS.  THIS LIMITATION ON IMPLIED WARRANTIES DOES NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW SUCH LIMITATIONS.

LIMITATIONS ON LIABILITY

YOU AGREE THAT CERTIFY WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY ARISING FROM OR RELATED TO YOUR USE OF THE PRODUCTS, UNLESS SUCH LIABILITY IS FOUND TO HAVE BEEN CAUSED BY OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL VIOLATION OF APPLICABLE LAW.

YOU FURTHER AGREE THAT IN NO EVENT WILL CERTIFY BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, ANY ACCOUNTING OF PROFITS, OR ANY LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, BREACH OR WARRANTY, PRODUCT LIABILITY, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER CERTIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU FURTHER AGREE THAT THE FOLLOWING LIMITED WARRANTY IS YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS AGAINST CERTIFY IN CONNECTION WITH THE PRODUCTS.

YOU FURTHER AGREE THAT, IF THE PRECEDING LIMITATIONS ON LIABILITY ARE FOUND NOT TO APPLY TO YOUR CLAIM, IN NO EVENT WILL CERTIFY’S LIABILITY TO YOU EXCEED ANY FEES YOU HAVE PAID TO CERTIFY DURING THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR INITIAL CLAIM OR $100 IF YOU HAVE NOT PAID ANY FEES TO CERTIFY.

The Parties agree that these limitations on liability apply to all disputes between the parties, regardless of whether the disputes are resolved through negotiations or in litigation or other legal proceedings, including mediation or arbitration, or in any other manner.  These limitations on liability are part of the basis of the bargain between the parties, and without these limitations, CERTIFY would not be able to provide access to the Services on the same terms or at the same price it currently provides such access.

INDEMNIFICATION

You agree to indemnify and hold CERTIFY harmless, including any of CERTIFY’s owners, directors, officers, employees, and agents, against any and all out-of-pocket losses, liabilities, judgments, awards, costs (including legal fees and expenses) arising from or related to any third-party claims that your misuse of the Products harmed such third party.

GOVERNING LAW AND JURISDICTION

The parties agree that any legal proceedings between the parties will be governed by the laws of the State of Maryland, without regard to any conflict of law rules, and applicable federal law.  The parties further agree that any such proceedings will be brought in state court in Montgomery County, Maryland.  The parties expressly waive any objection to personal jurisdiction and venue in these forums.  The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to any disputes between the parties.

ENTIRE AGREEMENT

These terms of use and limited warranty constitute the entire agreement of the parties regarding the Products and supersede any prior agreements, understandings, or representations regarding the Products.  These terms of use and limited warranty cannot be modified, amended, or changed in any way, unless the parties otherwise agree in writing.

SEVERABILITY

You agree that, if a court holds any portion of these terms of use and limited warranty to be unenforceable for any reason, such portion will be enforced to the maximum extent possible and the remainder of these Terms of Use will be enforceable as written.

FORCE MAJEURE

Neither Party will be held responsible for any delay or failure in performance of this Agreement caused in whole or in part by any act or omission or other cause beyond such Party’s control, including fire, flood, storm, accident, terrorist attack, cyberattack, delay of supplier, or compliance with any law, rule, regulation, or government demand.  If any such event occurs, the period for performing the particular obligations prevented by such event (other than your obligation to pay any Fees that may be due for your use of the Services) will be deemed extended by the length of time such event continues.

LIMITED WARRANTY

Duration of Warranty.  CERTIFY warrants that, commencing from the date that the Products are shipped to you, or in the event that a distributor or reseller ships the Products to you, commencing thirty (30) days after the Products are shipped to the distributor or reseller, and continuing for a period of one (1) year, the Product will be free from defects in materials and workmanship under normal use.  The date of CERTIFY’s shipment of the Products is set forth on the packaging material in which the Products are shipped. This limited warranty extends only to the original user of the Products.

Remedies.  If you are in possession of defective Products, your exclusive remedies under this limited warranty, and the entire liability of CERTIFY and its suppliers, licensors, distributors, and resellers under this limited warranty, will be, at CERTIFY's sole discretion, as follows:  (a) CERTIFY may repair or replace the defective Products, or (b) CERTIFY may refund the purchase price of defective Products to you.

These remedies are conditioned on returning the defective Products to CERTIFY or to the distributor or reseller who supplied the Products to you, freight and insurance prepaid, within the warranty period.  These remedies are further conditioned on the return of defective Products in accordance with the below Return Material Authorization (“RMA”) procedures.

CERTIFY will use commercially reasonable efforts to ship a repaired or replaced Products within ten (10) working days after receipt of the RA request. Actual delivery times may vary depending on your location and factors beyond CERTIFY’s control.

Restrictions. This limited warranty does not apply to Products (a) that have been altered, except by CERTIFY or its authorized representative, (b) that have not been operated, maintained, or repaired in accordance  with  instructions  supplied  by  CERTIFY, (c) that have been subjected to abnormal physical or electrical stress, to abnormal environmental conditions, or to misuse, negligence, or accident, or (d) that have been provided to you for evaluation, testing, or demonstration purposes.

RETURN AUTHORIZATIONS

To return defective Products to CERTIFY, you must first obtain a Return Authorization (“RA”) Number.  To obtain an RA Number:

  • Please contact the party from whom you purchased the Products.
  • If you purchased the Products directly from CERTIFY, or if you cannot locate the distributor or reseller whom you purchased the Products, please email CERTIFY at info@certify.me or call CERTIFY at 650.425.3059 to start a validation of your warranty claim.

If you are instructed to return your Product under the terms of your warranty and are issued an RA Number:

  • Please return the Products with your RA number, proof of purchase, and information regarding the defects in the Products.
  • Please return the Products in accordance with any instructions provided by CERTIFY or the distributor or reseller from whom you obtained the Products.
  • Please return the Products freight and insurance prepaid.

Important Note: All Products must be returned with an RA Number and proof of purchase to ensure proper tracking and handling of the Products. If you do not have an RA number or proof of purchase, CERTIFY reserves the right to refuse receipt of returned Products.

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