TERMS OF SERVICE
• Terms of Service
• Copyright Policy
End User License Agreement
To use the Services, you need to set up a Certainsafe™ Account.( an “Account”) filling in your Account Profile Information on our Account Profile Information Page. See www.TransCertain.com/accounts/setup.
This EULA is in use for all “Standard” types of Accounts. Only Accounts whose terms do not require modification can be signed up under this EULA. If you require modifications to your Account agreement with us please contact one of our representatives at www.TransCertain.com/accounts/setup. If You may establish either a free trial Account (“Free Trial Account”), a single user paid Account (“Paid Account”), or a Certainsafe™ Business Account (“Group Account”). An individual or a corporate entity (corporation, partnership, LLC, etc.) can establish a single user Paid Account (also known as an ” Enterprise Account.” in the case of a larger business entity). Members of a Group who use Data storage and other services may be required to establish separate Group Member Accounts . Multiple user groups or corporate entities with multiple users must establish a Group Account. See below under “Additional Group Account Terms.” If you’re establishing an Account through a TransCertain, LLC distribution partner, various Account options, (i.e. participating in bonuses, upgrades, downgrades, conversions) and payment requirements and types made available to you may vary from those described in these Terms. In either case and in all cases the Terms contained within this EULA govern your use of the Services and your relationship with TransCertain, LLC (“us”).
To be eligible to use the Services, you must authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, (For business users), or verifying your Information against third party databases or through other sources, including but not limited to OFAC. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain Services, federal law requires that we verify some of your Information. We reserve the right to close, suspend, or limit access to your Account and/or any Services in the event we are unable to obtain or verify this Information. If you grant express permission to a third party to take specific actions on your behalf, or access particular information about your Account, either through your use of the third party’s product or service or through your Account Profile, you acknowledge that we may disclose the information about your Account that is specifically authorized by you to this third party. You also acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this agreement. Further, you acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising from the actions or inactions of any third party in connection with the permissions you grant. You may change or remove these permissions at any time by changing your settings in your Account Profile Information.
Except as specifically permitted under these Terms, do not reveal your Account Profile information to anyone else. You are responsible for maintaining the confidentiality and security of your Account Profile Information, You agree to immediately notify us of any security breach of your Account. You further acknowledge and agree that the Services are designed and intended for use on an individual user basis and, unless you do so in the context of a Group Account or some other Account which specifically allows participation, you must not share your Account and/or password details with another person or firm. Provided we have exercised reasonable skill and due care, we shall not be responsible for any losses arising out of the unauthorized access to, or use of, your Account resulting from you not following these rules.
In order to use the Services at any time,, you must enter your Account ID and password to authenticate your right of access to your Account. You agree to provide accurate and complete information when you register with, and as you use, the Services and you agree to update your Account Profile Information to keep it accurate and complete. Failure to provide accurate, current and complete Account Profile Information may result in the suspension and/or termination of your Account. You agree that we may store and use the Account Profile Information you provide for use in maintaining and billing fees to your Account.
Free Trials and Share Users
Potential customers for Paid Accounts and or Group Accounts may establish an Account for a free trial period if offered by TransCertain, LLC, during which time the Account can be used without charge (a “Free Trial” account). The Free Trial Account holder must fill out the Account Profile Information and sign up for the Account just as the other Account holders do. TransCertain, LLC reserves the right to limit the eligibility and storage capacity for Free Trial Accounts and for Group Accounts, as well as the number of Group Members allowed to participate or utilize our Services. If you have previously used the Services on a trial basis or have previously paid for a Certainsafe™ Account, then you will not be eligible for a Free Trial unless we determine otherwise at our sole discretion. If you’re eligible for a Free Trial, you will be charged for your selected Account at the end of the Free Trial unless you cancel the Account prior to the end of the Free Trial. If you’re not eligible for a Free Trial, you will be charged for your Account upon registration. IF YOU HAVE PROVIDED YOUR CREDIT CARD INFORMATION UPON INITIAL ACCOUNT SETUP, YOU ACKNOWLEDGE THAT YOU MUST CANCEL THE ACCOUNT BEFORE THE END OF THE FREE TRIAL TO AVOID BEING CHARGED AFTER THE FREE TRIAL PERIOD. IF YOU HAVE NOT PROVIDED ANY CREDIT CARD INFORMATION UPON INITIAL ACCOUNT SETUP, THEN YOU MUST PROVIDE IT AND PURCHASE THE PAID ACCOUNT PRIOR TO THE END OF THE FREE TRIAL OR YOUR ACCOUNT WILL BE TERMINATED AT THE END OF THE FREE TRIAL PERIOD.
Free Trial Accounts do not have all the features of Paid Accounts and are subject to limitations described in these Terms and as implemented by TransCertain, LLC from time to time. For example, you may have only one Free Account at a time and if you do not use the Account for a period of 10 days or more (for example, no logging in or uploading of files for 10 days), your Free Account may be automatically terminated. A Free Trial Account holder may upgrade to a Paid Account by following the Certainsafe™ upgrade procedures.
If you have a Paid account or a Group Account you may share your Data storage and digital content synchronization services with other users (“Share Users”). TransCertain LLC may limit the time period or other conditions under which a Share User may access these Services. Each Share User must fill out the Account Profile Information and sign up as a “Share User” just as the other Account holders do. By checking “accept” and accepting the Services, each Share User agrees to be bound by these Terms as applicable to all Account holders. The Paid Account or Group Account holder who shares with the Share User is responsible for overseeing all Share User activities with respect to the Account. Data storage by the Share User will be included in calculating the Data Storage Limits for the Account.
Subscription Period and Subscription Fees
Subscription Period. The subscription period for Paid Accounts and Group Accounts shall be established on your Account Profile Information Page at the time you set up your Account. The period can be month-to-month, yearly, or any other duration described in the Account features/term in your Account Profile (the “Subscription Period”). For Free Trial Accounts, the Subscription Period is for the duration of your Free Trial Account unless you choose not to cancel prior to the end of your Free Trial Account term at which time a new “Term” is applied to your Account as your Account becomes a Paid Account.
Subscription Fees. All Accounts are subject to fees based upon the Account type you’ve selected (“Subscription Fees”). Subscription Fees for each Account or type of use are set forth at www.TransCertain.com/accounts/subscription fees, incorporated in and made a part of these Terms. Subscription fees may be changed from time to time by TransCertain, LLC in its sole discretion. You will receive not less than fourteen (14) days’ prior notice of any changes in your Subscription fees. You agree that TransCertain, LLC or any or its subsidiaries may charge your credit card, for any fee increases unless you cancel your Account prior to the end of your then-current Account Subscription Period. See Term and Termination. If you set up a Free Trial Account for a Paid Account or Group Account but do not cancel it by the end of the Free Trial, TransCertain, LLC will charge your credit card the current fee for the type of Account you’ve chosen, plus applicable taxes. For renewals, TransCertain, LLC will automatically charge your credit card the amount of the then current fee for your type of Account, plus applicable taxes. All payments are non-refundable. In cases where payment mechanisms are provided through third parties, you herby agree that TransCertain, LLC shall have no liability to you arising out of the acts or omissions of such third parties. BY CREATING A PAID ACCOUNT OR GROUP ACCOUNT YOU CONSENT TO ALLOW TRANSCERTAIN, LLC TO CHARGE YOUR CREDIT CARD, OR CARD YOU HAVE PLACED ON FILES, EITHER DIRECTLY OR THROUGH THE PAYMENT PROCESSORS, FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED OR TERMINATED.
Additional Payment Terms. All account fees are prepaid at the beginning of the subscription period unless otherwise stated on your Account Profile Information page. For Group Accounts set up as “post-pay,” a bank account direct debit authorization (“ACH”) , active credit card, and or completed and approved credit application on file is required. Monthly “Flex” accounts as well as annual payments shall be governed the same way. The reoccurring billing date shall be three (3) business days prior to the date the subscription expires (the”Expiration Date”).
Data Storage Limits and Notification At the time you set up the Account your Account Profile Information will specify whether there is a limit on the amount of Data that may be stored in our system at any time attributable to your Account (a “Data Storage Limit”). At eighty-five (85%) and ninety-five (95%) percent use of your Data Storage Limit, we shall notify you (in the case of Groups, the Administrator) that the amount of stored Data attributable to the Account is reaching the Account’s Data Storage Limit. Accounts shall be charged for usage should it exceed the subscribed amount at the current “Overage” rate. Should your Account be upgraded to accommodate more Data, the upgrade shall be prorated to take effect on the 1st and the 15th of the month in which the upgrade occurs.
Upgrades and Downgrades
Account Upgrades. You can upgrade your Account at any time. You can upgrade from a Free Trial Account to a Paid Account or from one type of Paid Account to another. When you upgrade from a Paid Account to another type of Paid Account, we will apply the unused portion of your old subscription fee to the cost of your upgraded Account type and if there’s any money left over, we’ll apply that to extend your initial Subscription Period based upon the daily charge for your upgraded Account.
Downgrades. You can downgrade your Paid Account to a different Paid Account with a lower Data Storage Limit, less features and benefits, or with a shorter Subscription Period, however any downgrade will apply only after the end of the Subscription Period for your existing Account and you will be charged for the downgraded Account type only after the end of the Subscription Period for your existing Account.
SHOULD A DOWNGRADE OCCUR WHICH REDUCES YOUR DATA STORAGE LIMIT IT IS YOUR RESPONSIBILITY TO DECREASE THE AMOUNT OF STORED DATA TO MEET THE REQUIREMENTS OF YOUR NEWLY DOWNGRADED ACCOUNT. IN ORDER TO EXECUTE A REQUEST TO DOWNGRADE YOUR ACCOUNT, YOU MUST DECREASE THE AMOUNT OF STORED DATA TO AN AMOUNT EQUAL TO OR LOWER THAN THE NEW DATA STORAGE LIMITS. DECREASING THE AMOUNT OF DATA STORED MAY REQUIRE THAT YOU PERMANENTLY DELETE FILES IN “TRASH” AND OR “DELETED FILES” FOLDERS. THIS CAN BE DONE THROUGH THE CERTAINSAFE™ FILE MANAGEMENT TOOLBOX. IF THE STORED DATA ATTRIBUTABLE TO YOUR ACCOUNT EXCEEDS THE NEW DATA STORAGE LIMIT PRIOR TO THE END OF THE SUBSCRIPTION PERIOD FOR YOUR EXISTING ACCOUNT (OR PRIOR TO THE END OF THE FREE TRIAL, (IF APPLICABLE), YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCOUNT WILL NOT BE CHANGED TO THE DOWNGRADED ACCOUNT TYPE AND YOU WILL CONTINUE TO BE CHARGED THE SUBSCRIPTION FEE FOR YOUR EXISTING ACCOUNT TYPE. A NEW REQUEST MUST BE SUBMITTED SHOULD A DOWNGRADED ACCOUNT STILL BE DESIRED. For example, if you downgrade from a 30 gigabyte Paid Account to a 15 gigabyte Paid Account, you must limit the Files that you store (and, if required, permanently delete files in your Trash bin/Deleted Files folder) to 15 gigabytes of Data or less. This must be done before we can change your account status. If you do not limit your file storage in a timely manner, we will continue to charge you for the 30 gigabyte Paid Account type. Team or multi-user accounts will be governed in the same method.
Additional Options and or Features
Certainsafe™ accounts may have optional features which you may enable or disable in your Account Profile Information through the Certainsafe™ web-based portal. For example, if you enable the email features, your provided email/email address(es) will be utilized to send emails with file information to that or those email address(es). In addition you can disable features and accessibility functions through the Certainsafe™ web-based portal. While you can provide your email upload email address to third parties, or enable third parties to upload Data and information to your Account through the “Shared folders” feature, all Data and information uploaded to your Certainsafe™ web-based portal Account using the upload feature or shared folders features constitutes your Files and, as such, are subject to these Terms. TransCertain, LLC reserves the right at any time to limit the total size of Files for each Account and to disable, terminate or suspend the upload and/or shared folders feature, as well as any other feature and or Account in its entirety at its’ sole discretion. For Data and information you upload to another subscriber’s Account using the upload or shared folder features, you (i) hereby grant TransCertain, LLC and to such other subscriber a license to use, copy, transmit, distribute, store and cache such Data and information; and (ii) represent and warrant to TransCertain, LLC that you have all necessary rights to grant such license and that TransCertain, LLC’s exercise of such license will not violate applicable law or infringe or violate the rights of any party. TransCertain, LLC may, but is not obligated to, conduct virus checks on such Files. TransCertain, LLC may block certain file types from being uploaded, including but not limited to Files with “.exe” file extensions. YOU ARE SOLELY RESPONSIBLE FOR ENABLING OR DISABLING THE UPLOAD FEATURE AND SHARE FEATURE BETWEEN INDIVIDUALS AND OR TEAMS, FOR THE FILES STORED IN YOUR ACCOUNT THROUGH THOSE FEATURES, FOR DATA AND INFORMATION YOU UPLOAD USING THOSE FEATURES, AND FOR CHANGING YOUR SPECIFIED EMAIL ADDRESS FOR LOG IN, DATA TRANSMISSIONS, AND OR BILLING. TRANSCERTAIN, LLC SHALL NOT HAVE ANY LIABILITY TO YOU ARISING FROM ANY FILES UPLOADED USING THE CERTAINSAFE™ OR ANY CERTAINSAFE™ UPLOAD OR SHARE FEATURES.
Additional Group Account Terms (Company, Corporate, Enterprise)
If you have elected to set up or convert to a Group Account or if you have a Group Member Account as described below, then in addition to the other provisions of these Terms, this section, “Additional Group Account Terms,” shall apply to your use of the Services.
Group Account Setup. Group Accounts are set up by a group administrator (the “Admin”) who registers as the Admin, selects the type of Group Account, and pays for the Group Account either prior to or after the expiration of a Group Account Free Trial, if any, as described below. By setting up a Group Account through the Certainsafe™ web-based portal the Admin and, by extension, each member of the group ( a “Group Member”), whether or not the Member obtains an email address and/or sets up a Group Member Account, automatically agrees to these Terms and consents to be bound by them. The Admin identifies members of the group by providing unique email addresses for each Group Member. Each Member must receive an email address by accessing and filling out the Account Profile Information Page as a “Group Member” and accepting these terms. Admins are required to pay the fees for the use of their Group Account by all Group Members. Each Group Member can then set up a separate Group Member Account within that Group Account through the Certainsafe™ Account setup process for Group Members. Group Members other than the Admin may not participate in any Certainsafe™ promotions except as expressly authorized in the terms and conditions associated with such contests or promotions. The Admin is considered a Group Member for Account as well as billing purposes.
Group Account Management. Using the Group Account Dashboard, the Admin shall maintain exclusive control over the management of the overall Group Account. This includes but is not limited to adding or removing Group Members, enabling or disabling Group Member Accounts, identifying and maintaining the email address associated with each Group Member Account, designating storage capacity for each Group Member, monitoring and setting File sharing permissions, as well as all other Account and user permissions and settings. As between the Admin and any Group Member of a Group Account administered by the Admin, TransCertain, LLC shall deal only with and through the Admin with respect to any Group Account, Group Member or Group Member Account associated with that Group Account. Each Group Member shall deal only with and through the Admin with respect to his or her Group Membership in the Group Account. The Admin shall have sole responsibility/liability with respect to payment of fees due for use of the Group account and compliance by Group Members with the Terms. The Admin shall manage all aspects of the Group Account, including access by the Admin, the Group Member or others to Group Member Files and each Group Member’s control over how his or her Files are stored and/or shared across the Group and Group Member’s devices. Each Group Member acknowledges and agrees that, the Admin maintains exclusive management control over Group Member Accounts, and TransCertain, LLC is not responsible for, and will not have any liability to any Group Member for, any actions or omissions by TransCertain, LLC or the Admin with respect to any Group Member, Group Member Account or Group Member File. Each Admin acknowledges and agree that the Admin has sole responsibility for any arrangements whereby any Group Member maintains control of how the Files are used with the Services and that TransCertain, LLC is not responsible for, and will not have any liability to you for, any actions taken by a Group Member with respect to the Group Account or any Group Member File.
Group Account Upgrades. The Admin can upgrade or downgrade the Group Account at any time. The Admin can add storage, File sharing features or Group Member Accounts to a Group Account, but (i) any Group Member Account will have the same Subscription Period as the existing Group Account; (ii) charges will be at a pro-rata portion of the applicable Group Account Subscription Fee, based on the time remaining in the Account Subscription Period; and (iii) it is the sole responsibility of the Admin to assign new Group Member Accounts to new Group Members and allocate any Data Storage Limits or File sharing permissions. In addition, if a Group Account has an annual Subscription Period and the Admin wants to upgrade to a monthly Subscription Period, any such upgrade request will take effect after the end of the annual Subscription Period for the existing Account type, at which time the Admin will be charged for the new Account type.
Conversions to Group Type Accounts. If you are a Paid Account holder, you can convert your Paid Account to any type of Group Account. If you elect to convert a Paid Account to a Group Account, we will issue you a refund of a pro-rata portion of the Subscription Fee you have paid, and then charge you for the type of Group Account you’ve selected. If you convert a Paid Account to a Group Account, you cannot convert back to a Paid Account until the term of the Group Account has expired.
Group Account Downgrades. You can downgrade your Group Account to a Group Account with a lower Data Storage Limit, with fewer Group Members, Less File sharing, and/or with a shorter Subscription Period. However, any downgrade limits will apply. You will be charged for the downgraded Account type only after the end of the Subscription Period for your existing Account type. PLEASE NOTE THAT DOWNGRADE REQUESTS FOR GROUP ACCOUNTS ARE SUBJECT TO THE SAME LIMITATIONS AS OTHER ACCOUNTS. SEE “UPGRADES AND DOWNGRADES” ABOVE.
IT IS THE ADMINISTRATOR’S, RESPONSIBILITY TO INSURE THAT THE AMOUNT OF DATA TO BE STORED BY ITS GROUP MEMBERS IS DECREASED AND/OR THE NUMBER OF GROUP MEMBERS IS DECREASED TO MEET THE REQUIREMENTS OF THE NEW, DOWNGRADED ACCOUNT TYPE, WHETHER BY GETTING GROUP MEMBERS TO REDUCE THE AMOUNT OF DATA STORED, DISABLING GROUP MEMBER ACCOUNTS AND PERMANENTLY DELETING FILES, OR BY REMOVING GROUP MEMBERS, AS APPLICABLE
Termination of Group Member Accounts. If you are a Group Member, your Group Member Account can be terminated by the Admin at any time. See “Term and Termination.” If and when your Group Member Account is terminated, the address of the terminated email account cannot thereafter be used to open any other account. In addition, UPON THE TERMINATION OF A GROUP ACCOUNT OR GROUP MEMBER ACCOUNT BY THE GROUP ADMIN, ALL DATA MAY BE IMMEDIATELY LOST AND NON-RECOVERABLE BY EACH GROUP MEMBER INCLUDED IN THE TERMINATION.
Minimum Requirements for Services
To use the Services, a computer with Internet access is necessary. To access the Services through a mobile phone or mobile device (the “Mobile Services”) , a mobile phone/device and wireless plan with the necessary wireless Data features is required. Your use of mobile device features may result in increased charges from your wireless carrier. You are responsible for paying all wireless charges and for all equipment and other third party services you may or may not utilize in order to to access or while accessing Mobile Services. You must have all necessary rights to grant any licenses to TransCertain, LLC to provide the Mobile Services as set forth in these Terms and you represent and warrant to TransCertain, LLC that you have such rights and that TransCertain, LLC’s exercise of the licenses will not violate applicable law or infringe or violate the rights of any party. You understand and agree that the Services may include certain communications from TransCertain, LLC, such as service announcements and administrative messages, and that these communications are considered part of your subscription and you will not be able to opt out of receiving them. TransCertain, LLC may also send you promotional or special offers and or news regarding other TransCertain products and or services, but you can opt out from receiving those communications at any time unless you have a Free Trial Account.
The Services, or any feature or part thereof, may not be available in all languages or in all countries and we make no representation that the Services, or any feature or part thereof, are appropriate or available for use in any particular location. To the extent you choose to access and use the Services, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to any applicable local laws.
Your Account and any specific URL associated with your Account are for your individual use only. You may not resell or re-license Accounts or any Account features. You agree that you will not use the Services to disseminate any advertising, promotional materials, or spam. You acknowledge and agree that TransCertain, LLC reserves the right to establish limits on the number and size or content of messages transmitted through the Services and/or the size, content and number of Data or Files that can be made available through a public link and or private link. You agree that you will not use the Certainsafe™ Services to create, copy, store, transmit, share or distribute any Data, Files, images, sounds, messages or other material which are obscene (as determined in TransCertain, LLC’s sole discretion), harassing, racist, malicious, fraudulent or libelous, contain nudity, violate or infringe the rights of third parties, or expose TransCertain, LLC to any actual or potential civil or criminal liability, or illegal activities. TransCertain, LLC reserves the right in its sole discretion to take any action that it deems necessary if you violate these Terms, including but not limited to immediate suspension or termination of your Account and legal or other action to restrain your activities and/or to obtain damages.
TransCertain, LLC uses reasonable efforts to make Certainsafe™ services available 7 days a week 24 hours a day. However, TransCertain, LLC does not guarantee availability of the Services, shall not have any liability to you for any unavailability of the Services, and is under no obligation to provide you with maintenance, technical support or updates for the Services unless specifically provided in conjunction with the particular Account or Services you have chosen and, if provided, in the manner as determined by TransCertain, LLC from time to time. We reserve the right to suspend access to your Account if we determine in our sole discretion that your use of the Services disrupts, impedes or otherwise negatively impacts the operation of our Services or use of our Services by other customers.
License. Subject to these Terms, TransCertain, LLC grants you a non-exclusive, non-transferable, revocable license when you set up a Certainsafe™ Account, (i) to use the Services as described in these Terms, (ii) to download, install and use any application programming interface (“API”) or other software provided by us (If any is required) on devices within your possession and control, subject to limitations for Free Trial Accounts and other device limitations as required by TransCertain, LLC from time to time; and (ii) to use the Software,(If any is required) to access and use the Services for your own use. Except for the foregoing license grant, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, object code or any other right, title or interest in the Software or Services, ownership of which is retained by TransCertain, LLC and its suppliers, as applicable. Software updates and upgrades,(should any be required) are governed by these Terms. Software,(If any is required), is licensed, not sold to you for use only under these Terms, and TransCertain, LLC reserves all rights not expressly granted to you. Elements of the Software may not be used separate from the Software as a whole unless subject to a license granting separate use. Except as expressly authorized in these Terms or allowed by applicable law, you may not use, copy, modify, reverse engineer, disassemble, decompile, modify, or transfer any Software or system, or otherwise attempt to derive the source code of any Software or system, or authorize any third party to do any of the foregoing.
Compliance with Laws. You agree to comply with any local laws and regulations in effect in the jurisdiction(s) in which us you use the Services regarding your right to download, install, import, export or use any TransCertain, LLC Software and/or Services. Your use of the LLC Software and the Services is subject to the information privacy laws and regulations of the United States and every other jurisdiction in which your use may occur. You agree that we shall have no responsibility/liability for your compliance with such laws and regulations and shall indemnify and hold you harmless from and against any loss, liability, claim or expense, including reasonable attorneys’ fees associated with any claims made against us or any of our managers, officers, directors employees agents and affiliates in connection with an alleged violation of such laws and regulations by you or any of your associates.
You acknowledge and agree that any and all of our Software is controlled for export purposes and that your use of the Software may be subject to audit to ensure compliance with these Terms. You agree to (i) strictly comply with all United States export laws and regulations, including, but not limited to the U.S. Department of Commerce (DOC) Export Administration Regulations (EAR), the Office of Foreign Asset Control (OFAC) regulations as administered by the Department of Treasury, and all treaties, Executive Orders, laws, statutes, amendments, or supplement thereto, including all applicable international, national, state, regional and local laws, and regulations (ii) not export, re-export or transfer, directly or indirectly, the Software to any prohibited country outlined in the EAR, or to any denied person, entity, or against any general denial order, as listed with the DOC as follows: Denied Persons List, Entities List, the Unverified List, and General Order No. 3 to Supplement No. 1 to Part 736 of the EAR, or on any OFAC list, currently the Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists, (iii) not export, or re-export the Software to any military entity or military end-use not authorized under the applicable provision of the EAR, and (iv) not to export or re-export into Cuba, Iran, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; (v) not to license, sublicense, sell, provide or distribute the Software, the Services, or any content within, including but not limited to Secure Messaging™ for any prohibited or illegal use or to any prohibited end user.
Governments. The Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth in these Terms. THE SOFTWARE IS PROTECTED BY UNITED STATES PATENT AND COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
File Sync, Storage, Sharing, and Confidentiality
After setting up your Account and downloading and installing our Software,(If required), you can select the Files you want to sync, share and/or store within Certainsafe™. You can change the Files you want to store whenever you desire. In order to make the Certainsafe™ service available to you, we need your permission to sync, store, and or process your Files. You accordingly hereby grant to TransCertain, LLC a royalty-free license for the term of this agreement : (i) to use, copy, transmit, distribute, store and cache Files that you choose to sync, share and/or store; and (ii) to copy, transmit, publish, and distribute to others the Files you designate, whether through the sharing or public linking features of the Certainsafe™ service, in each case solely to provide the Certainsafe™ service or services to you and or your “Shares”.
You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Services. If you use a credit or debit card, you should also carefully safeguard this card. You are responsible for keeping your mailing address and email address up to date in your Account Profile Information.
TransCertain, LLC agrees to protect your Data and Files in compliance with applicable laws and regulations only during the Term. TransCertain, LLC shall have no responsibility or liability for the protection of your Data and Files subsequent to the termination of this Agreement as applicable to you. TransCertain, LLC shall have no responsibility or liability for the content of your Data or Files or for your compliance with respect to any confidentiality or Data protection laws, regulations or contracts applicable to your Data or Files, whether or not such Data or Files are stored with us.
Renewals and Cancellations
On the Expiration Date at the end of the Subscription Period Accounts subject to Subscription Fees shall automatically renew for the same length of Subscription Period unless you cancel the Account on or before seven (7) days before the end of the Term. Only the Admin can cancel a Group Account. Accounts can also be cancelled at any time effective immediately by contacting customer service. Cancellation will be subject to payment in full of any fees and conditions applicable under these Terms to your Account Please note that after you cancel your Account, you will not be able to use or access any of the Certainsafe™ services and you will not be entitled to a refund of any fees that you have paid. For Group Accounts, after the Admin cancels the Group Account, Group Members will not be able to use or access the Services. Any information remaining within any cancelled and or terminated single user and or Group Account may be deleted and become non-recoverable after a period of seven (7) days of the date the Account is cancelled.
Term and Termination
Your rights to use the Services and Software and your other rights under this agreement are effective as to any Account through the end of the applicable Subscription Period (the “Term”) unless earlier terminated. (i) by you on the effective date of your election to cancel your Account, (ii) by us, effective as of the end of the then-current Subscription Period for any reason or no reason and without liability to you, (iii) without cause during the Subscription Period, provided that TransCertain, LLC returns a pro rata portion of the Subscription Fee to the party who has paid for the Account, (iv) on our notice to you due to your breach or failure to comply with any term or condition of these Terms, or (v) at our option on notice and without liability to you if we become subject to the order of any government and/or law enforcement agency requiring the release of Data stored by you
For Free Trial Accounts, storage space, bandwidth availability, and Account features may be limited, modified or suspended, and the Free Trial Account may be terminated, by us at any time at our sole discretion without notice or liability to you. Upon termination of any Account, the licenses granted to you by TransCertain, LLC shall cease, you will not be able to access or retrieve any Files stored in your Account, and you shall promptly destroy the Software, if any or return the Software to TransCertain, LLC. If you terminate your Account, you agree that TransCertain, LLC may keep your Files on its servers for reasonable time thereafter to enable you to easily renew if you so desire. Under normal circumstances, TransCertain will keep the Data for a minimum of seven (7) days after the effective date of termination. TransCertain, LLC is authorized by you and or your company to maintain the stored information for up to forty-five (45) days after the effective date of termination. Be advised that beyond seven (7) days after the effective date of cancellation your or your company’s Data and/ or Files may be destroyed and non-retrievable forever.
Suspension and Re-activation
Your rights to access all your Accounts may be suspended by us on notice to you after one (1) day has passed after the due date of any payment on any of your Accounts. We will continue to attempt to collect amounts due up to the 7th day after the due date. Payment in full of all amounts due by that date shall render you eligible for reinstatement of your Account(s) should no cancellation notice have been received by TransCertain. Users of suspended accounts shall be redirected to the Certainsafe™ payments page, www.TransCertain.com/payments for re-activation. Group Members must contact their Admin for reinstatement.. Account Cancellation notices must be received by us not less than ten (10) days prior to the expiration of the current Subscription Period. Failure to notify us of non-renewal will trigger your obligation to pay all renewal fees for your Account(s) for an additional Subscription Period. Notification of cancellation will be issued via email to the user or Admin for Group accounts starting three (3) days prior to Subscription expiration should an Account balance for renewal remain unpaid and no cancellation notice be received by TransCertain. Email notification shall continue at a minimum of every other day, (minimum of three attempts), with cancellation as well as re-instatement instructions. TransCertain will normally keep the Data for a minimum of seven (7) days after the effective date of termination. TransCertain, LLC is authorized by you and or your company to maintain the stored information for up to forty-five (45) days after the effective date of termination. Be advised that beyond seven (7) days after the effective date of cancellation your or your company’s Data and/ or Files may be destroyed and non-retrievable forever In order to reinstate Services all payments in the arrears must be made and Account brought up to date for the cost of the ongoing Subscription prior to re-activation. In addition, after seven (7) days there shall be a re-instatement fee required to re-activate the Account and or Accounts if the Data is still available and retrievable. This fee may vary depending on the Account type, amount of users, etc.
In the event of expiration or termination of your Account, the representations made by you in these Terms and the Sections entitled “Compliance with Laws,” “Governments,” “Term and Termination,” “Rights of Co-Brand Partners,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” and “General” shall survive such expiration or termination.
Rights of Co-Brand Partners
Disclaimer of Warranties
THE SOFTWARE, (IF ANY), AND THE SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TRANSCERTAIN, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURE TRANSMISSION AND STORAGE, AND NON-INFRINGEMENT. TRANSCERTAIN, LLC DOES NOT WARRANT THAT: (I) THE USE OR QUALITY OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE RESULTS OBTAINED FROM USE OF THE SOFTWARE OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (III) ANY ERRORS IN THE SOFTWARE OR THE SERVICE WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND SERVICE REMAINS WITH YOU.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRANSCERTAIN, LLC OR ITS AFFILIATES AND OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (AND WITH RESPECT TO FREE TRIAL ACCOUNTS AND TRANSCERTAIN, LLC SUPPLIERS, FOR ANY DIRECT DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF VALUE, LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE EVEN IF TRANSCERTAIN, LLC OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold TransCertain, LLC and its officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from or connected with your receipt of Services or the operation by you or others of Accounts or other activities pursuant to this agreement, including Data or Files or other content, particularly relating to (i) the use or destruction of any Data or Files. (ii) any violation or breach of these Terms by you, (iii) any activity related to access or use of your Account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your Account and/or Files, or (iv) TransCertain, LLC’s authorized use of Data, Files or other content provided by you or obtained by TransCertain, LLC as authorized by you under these Terms.
Notice to TransCertain shall be effective when sent to and received by us at 1083 N. Collier Blvd. Ste. 302, Marco Island, Florida, 34145 or, in the event this address is not available, at the email address posted on the TransCertain, LLC website for customer contact. Notice to you shall be effective when sent to your email address posted on your Account Profile Information site in our system.
Following the requirements of 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. For more information on how to obtain such protections see GetNetWise™ (http://kids.getnetwise.org/) and OnGuard™ Online (http://onguardonline.gov/). TransCertain, LLC does not endorse any particular provider or service that enables parental controls. These Terms shall be governed by and interpreted in accordance with the laws of the State of Florida exclusively. You agree that conflicts of laws principles of such laws, the Uniform Computer Information Transactions Act, and the United Nations Convention on Contracts for the International Sale of Goods (1980) and its successors are excluded in their entirety from application to these Terms. The parties consent to the exclusive jurisdiction of and venue in the federal and/or state courts located in the state of Florida, for all claims arising out of or relating to these Terms or the relationship between the parties. Neither these Terms nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of TransCertain, LLC. Any assignment in violation of the foregoing shall be null and void. If any part of these Terms is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. TransCertain, LLC shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms set forth the entire understanding and complete and exclusive statement of the agreement between TransCertain, LLC and you and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms. These terms are for the sole benefit of, and may be enforced by, the parties thereto, and other person may assert any “third party beneficiary” or similar right with respect to these terms. You have no third party beneficiaries to these Terms. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
2013 TransCertain, LLC
Last updated 2-1-2013
All content that is made available to view and/or download in connection with any Transcertain, LLC Site or Sites is the work of and is owned by TransCertain, LLC and/or its licensors or subscribers, as applicable, and is protected by laws and international treaty provisions. You may not copy, modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any portion of such content without the express written permission of TransCertain, LLC, the owner. You may not frame or otherwise include and or utilize any Transcertain, LLC Site or Sites within any other website or software without the Express Written Consent of TransCertain, LLC.
“TransCertain, LLC,” the TransCertain, LLC logo, “Certainsafe”™, and the “Certainsafe”™ logo are trademarks of TransCertain, LLC and are protected by law. All other names of companies and products mentioned may be trademarks of their respective owners. You may not copy, display or use any of these marks without prior express written consent and permission of the mark owner.
© 2013 TransCertain, LLC, Inc.
Last updated 2-1-2013
TransCertain, LLC respects the intellectual property of others, and we expect our users to do the same. TransCertain, LLC may suspend and/or terminate the accounts of users who infringe the rights of others. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Services, you should provide TransCertain, LLC’s copyright agent with the following information:
• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the site;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
TransCertain, LLC’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
c/o TransCertain, LLC, 1083 N. Collier Blvd
Ste. 302, Marco Island, FL, 34145
By phone: xxxxxxxxxxxxx
By fax: xxxxxxxxxxxxxxxxxxxx
By email: xxxxxxxxxxxxxxx
: copyright@TransCertain, LLC.com