Last Updated: March 30, 2021
These Terms of Use constitute a contract by and between CERTIFY Global Inc. (“CERTIFY”) and any person or entity who uses our products and/or services (collectively “Services”) or who agrees to use our Services (“you”) (each a “Party” and collectively the “Parties”). You may agree to use CERTIFY’s Services when you sign up to use the Services through our Website or when you sign a separate agreement regarding the Services. These Terms of Use govern your use of CERTIFY’s Services, unless you sign a separate agreement regarding the Services, and is effective when you begin using the Services or when you agree to use the Services, whichever is earlier (“Effective Date”). If the Parties sign a separate agreement regarding the Services, the separate agreement will control.
By using the Services or agreeing to use the Services, you agree to these Terms of Use, and you agree that they cannot be modified in any way, unless the Parties otherwise agree in writing. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES.
If you are agreeing to these Terms of Use on behalf of an entity, you represent that you have the authority to bind the entity and that the entity agrees to these Terms of Use. IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE ON BEHALF OF THE ENTITY OR THE ENTITY DOES NOT AGREE TO THESE TERMS OF USE, NEITHER YOU NOR THE ENTITY MAY USE THE SERVICES.
CERTIFY may modify these Terms of Use, including any of the policies and agreements associated with these Terms of Use, at any time, with or without notice. Any changes to these Terms of Use, including any of the policies and agreements associated with these Terms of Use, will be effective immediately upon being posted. By continuing to use the Services after such changes are posted, you agree to such changes. IF YOU DO NOT AGREE TO SUCH CHANGES, YOU MAY NOT CONTINUE TO USE THE SERVICES.
You agree to the following policies as of the Effective Date. These policies are incorporated by reference into these Terms of Use (either directly or through our Privacy Policy).
IF YOU DO NOT AGREE TO ANY OF THESE POLICIES, YOU MAY NOT USE THE SERVICES.
You agree to the following related agreements as of the Effective Date (provided they are applicable).
IF YOU DO NOT AGREE TO ANY OF THESE AGREEMENTS (PROVIDED THEY ARE APPLICABLE), YOU MAY NOT USE THE SERVICES.
The Services include the CERTIFY platform, any mobile app associated with the platform, any documentation regarding the platform, and any related products and/or services. The Services may also include our website (“Website”), where applicable below.
CERTIFY may modify any aspect of the Services at any time, with or without notice. CERTIFY makes no representations as to whether any information regarding any aspect of the Services is current and undertakes no obligation to update such information.
To enable you to use the Services, CERTIFY grants you a non-exclusive, non-transferrable, non-sublicensable, revocable license to use the Services (“License”), subject to: (a) the creation of an account enabling you to access the Services (“Account”); (b) your payment of the monthly fees for the use of the Services (“Fees”); and (c) your compliance with these Terms of Use or a separate agreement regarding the Services.
You agree that the License does not grant you any other rights in the Services, including any intellectual property rights, and does not include any right to copy, distribute, modify, or otherwise use the Services in any way outside the scope of the License. Nor does the License include any right to make derivative works based on the Services. Nor does the License include any right to use the Services after the termination of the License. Nor does the License include any right to access, evaluate, or otherwise use the source code, object code, or other code associated with the Services, unless the Parties otherwise agree in writing.
You agree that the License applies only to: (a) you (including any persons who you authorize to manage the Services); and/or (b) any persons who you require to use the Services (“End Users”).
The term of the License starts on the Effective Date and ends when your Account is terminated by either CERTIFY or you.
You may terminate your License to use the Services by closing your Account at any time, with or without notice, and for any reason, subject to your payment of any Fees that may be due for your use of the Services.
CERTIFY may terminate your License to use the Services by closing your Account at any time, with or without notice, and for any reason, including: (a) your misuse of the Services; (b) prevention of any attempted, threatened, or suspected misuse of the Services; (c) compliance with any valid governmental demand; or (4) non-payment of any Fees that may be due for your use of the Services. CERTIFY may notify you that your License has been terminated, but we are not required to provide such notification.
Upon the expiration or termination of the License for any reason, the Parties’ rights and obligations will survive with respect to the Fees, Confidential Information, Intellectual Property, Limitations on Liability, Indemnification, and General provisions of these Terms of Use.
CERTIFY may suspend your License to use the Services for the same reasons that it may terminate the License. CERTIFY may also suspend your License in order to perform maintenance on the Services or any computer systems associated with the Services. CERTIFY may suspend your License for as long as necessary to address the reasons for the suspension. CERTIFY may notify you that your License has been suspended, but we are not required to provide such notification.
You agree to pay the Fees for the use of the Services set forth on our Website or in a separate agreement regarding the Services. CERTIFY reserves the right to change the Fees at any time and may terminate or suspend your Account for nonpayment of any Fees that may be due for your use of the Services.
You will be asked to provide CERTIFY with a credit card number or with sufficient information for CERTIFY to invoice you for the Fees when an Account is created. Your credit card will be charged for the Fees or CERTIFY will send you invoices for the Fees on a monthly basis. The first charge will be on or about the date the Account is created, and subsequent charges will be on or about the first day of each following month. Your credit card may be charged or you may be invoiced for any hardware that you purchase through CERTIFY for use in connection with Services.
If you pay the Fees by credit card, you are responsible for ensuring that a valid credit card number is associated with your Account at all times. Your Account may be terminated or suspended at any time if any monthly credit card payment is declined. If a monthly credit card payment is declined for any reason, CERTIFY will endeavor to contact you, but we are not required to provide such notification.
If you fail to pay any invoice within forty-five (45) days, the invoice will accrue interest after that date until paid in full at the rate of one percent (1.5%) per month, compounded monthly and computed on a per diem basis.
Invoices for the first and last months of access to the Services will not be prorated, regardless of the date on which your Account is opened or closed, and regardless of who closes the Account, unless the Parties otherwise agree in writing.
You will pay all applicable sales and other taxes related to the purchase of the Services or provide CERTIFY with a valid certificate of exemption excusing you from paying such taxes.
CERTIFY will provide you with reasonable support regarding the use of the Services (“Help Desk Support”) and connectivity to CERTIFY’s computer network (“Network Support”) (collectively “Support Services”). CERTIFY will provide Support Services during normal business hours.
CERTIFY will provide the service levels set forth CERTIFY’s Service Level Agreement, which is incorporated by reference into these Terms of Use.
You will need to provide CERTIFY with certain personal information (including the personal information of any persons who you authorize to manage the Services) when an Account is created and/or modified. CERTIFY’s collection and use of such information is subject to CERTIFY’s Privacy Policy, which is incorporated by reference into these Terms of Use. CERTIFY’s collection and use of the personal information of End Users is also subject to our Privacy Policy.
The Parties may exchange certain non-public business information (“Confidential Information”) during the course of their relationship. 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.
Upon the expiration or termination of the Parties’ relationship, or upon the Disclosing Party’s request, the Receiving Party, at its own expense, will promptly return all of the Disclosing Party’s Confidential Information. Alternatively, if the Disclosing Party agrees, the Receiving Party may provide the Disclosing Party with written assurance of the destruction of such Confidential Information.
You understand that CERTIFY does not wish to receive any Confidential Information that is not necessary for CERTIFY to perform its obligations under this Agreement. CERTIFY will not treat such information as confidential, unless the Parties otherwise agree in writing.
CERTIFY owns the Services and all right, title, and interest in and to any Intellectual Property relating to the Services, 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 Services in any country in the world. CERTIFY owns such Intellectual Property, whether or not expressly specified in these Terms of Use, and whether or not created before, during, or after the Effective Date. No license or other right in such Intellectual Property is granted by these Terms of Use, except as expressly provided in these Terms of Use. Any violation of CERTIFY’s Intellectual Property rights may subject you to civil or criminal liability.
If you provide CERTIFY with any comments or suggestions concerning the Services, CERTIFY owns such comments or suggestions and may use them for any and all commercial or non-commercial purposes with no monetary or other obligation to you.
During the Term and for an additional thirty (30) days, CERTIFY may indicate on the Website and in other advertising and promotional materials that you use the Services, and we may use your name and logo in doing so, if applicable. You may indicate on your website and in other advertising and promotional materials that you use the Services, and you may use our name and logo in doing so. You may not make any other statements regarding your use of the Services, including in press releases, unless the Parties otherwise agree in writing. You may not remove CERTIFY’s name, logo, or intellectual property notices from our products, services, or documentation, unless the Parties otherwise agree in writing.
Your use of any hardware that you obtain from CERTIFY for use in connection with the Services is governed by CERTIFY’s Hardware Policy, which is incorporated by reference into these Terms of Use.
Upon the termination of your Account, you will promptly return any hardware that CERTIFY has provided to you, unless the Parties otherwise agree in writing. You are responsible for paying for the return of the hardware, unless the Parties otherwise agree in writing.
You may return and receive a full refund for any products purchased through CERTIFY (“Products”) if you purchase the Products within thirty (30) days of creating an Account and cancel your Account during the same period pursuant to CERTIFY’s Hardware Policy. You may not return and receive a full refund for Products purchased through CERTIFY if you purchase the products more than thirty (30) days after opening an Account, except as set forth in CERTIFY’s Hardware Policy.
You agree that you will not use the Services or any computer systems associated with the Services without CERTIFY’s prior written permission, except as provided by these Terms of Use or by another agreement to use the Services. You agree that you will not gain or attempt to gain unauthorized access to the Services or any computer systems associated with the Services by any improper means, including by hacking or attempting to hack into the Services or any systems associated with the Services. You agree that you will not interfere or attempt to interfere with the proper working of the Services or any systems associated with the Services.
You agree that you will not use or attempt to use anyone else’s information, including anyone else’s account information, in order to gain or attempt to gain access to the Services or any computer systems associated with the Services.
You agree that, if CERTIFY provides you with any products for use in connection with the Services, of if you use any third-party products in connection with the Services, you will only use the products as permitted by CERTIFY or the third party, and will not use them for any improper purpose.
THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS.
CERTIFY DISCLAIMS ANY AND ALL WARRANTIES IN CONNECTION WITH THE SERVICES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR NON-INFRINGEMENT.
CERTIFY DISCLAIMS ANY AND ALL WARRANTIES THAT YOUR USE OF THE SERVICES WILL PROVIDE SPECIFIC RESULTS, THAT THE SERVICES WILL BE ERROR-FREE, THAT THE SERVICES WILL BE COMPATIBLE WITH ALL COMPUTER SYSTEMS OR SOFTWARE, THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, OR THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER ATTACKS BY THIRD PARTIES.
CERTIFY disclaims any and all warranties regarding any products that you obtain from CERTIFY for use in connection with the Services, except as set forth in CERTIFY’s Hardware Policy, which is incorporated by reference into these Terms of Use.
CERTIFY disclaims any and all warranties regarding any advertising, promotional, or marketing materials associated with the Services or any products used in connection with the Services, whether such materials appear on our Website or in other publications. This includes any statements or claims made in such materials regarding the capabilities or performance of the Services or any products used in connection with the Services. This also includes any visual representations of the Services or any products used in connection with the Services. Such visual representations may or may not reflect the actual appearance, features, or functionality of the Services or any products used in connection with the Services. Only the actual Services and the actual products used connection with the Services, and any user documentation provided to you with such Services and the products used in connection with the Services, reflect their actual capabilities, performance, and features.
CERTIFY disclaims any and all warranties regarding any products/services that you obtain from third parties for use in connection with the Services. Third-party products/services used in connection with the Services that are not provided to you by CERTIFY are not under CERTIFY’s control, and CERTIFY is not responsible such products/services.
CERTIFY disclaims any and all warranties regarding your use of any third-party websites that may be linked to the Website (“Linked Websites”). Linked Websites are not under CERTIFY’s control, and CERTIFY is not responsible for the content on such Linked Websites.
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 SERVICES, 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, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER CERTIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU FURTHER AGREE THAT YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.
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.
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 Services harmed such third party, or arising from or related to your breach of the Confidential Information, Intellectual Property, Obligations, and Prohibitions provisions of these Terms of Use.
We are a leading patient engagement platform designed to improve patient experience while boosting your practice’s revenue. With CERTIFY Health, simplify your patient self-scheduling, streamline registration and intake, automate communications, and achieve financial clarity through insurance verification. Our goal is to leave every patient confident and ensure they receive the finest care possible.
