These CertifID, Inc. Platform Terms and Conditions (these “Terms and Conditions”), together with any written agreement executed by CertifID and Customer referencing these Terms and Conditions (the “Order Form”, together with these Terms and Conditions, collectively, this “Agreement”) apply to the sale and provision by CertifID of the Services (defined below) described in this Agreement and Customer’s use of the Platform (defined below). CertifID and Customer may sometimes be referred to individually as a “Party” and collectively as the “Parties.” Unless otherwise defined herein, all capitalized terms will have the meaning assigned to them in the Order Form. CertifID and Customer hereby agree as follows:
1. Definitions
“Additional Services” means those additional products or services of CertifID that Customer is entitled to receive pursuant to an Order Form, as set forth therein.
“Applicable Laws” means any applicable federal, state and local laws, statutes, ordinances, rules, codes, regulations, executive orders, directives, and other official releases of or by any governmental body or regulatory authority.
“Authorized User” means any Enterprise User, End User, or other employee or agent of Customer who is authorized to access and use the Platform under this Agreement.
“CertifID Platform” means those secure application programming interfaces (streaming API, rest API or persistent query), API Services, web interfaces, web-based platforms or such other formats as determined solely by CertifID and identified in an Order Form.
“CertifID Services” means, as applicable, (a) the service provided by CertifID giving to Customer the Verification Responses via the CertifID Platform, or other transmission or online, web-based data access point pursuant to this Agreement; (b) CertifID providing Customer access and allowing Customer to use the CertifID Platform; (c) the Recovery Assistance Services; and (d) the Mortgage Payoff Verification Services.
“CloseSimple Platform” means the software applications developed, owned and hosted by CertifID (formerly developed by CloseSimple, Inc.) for workflow automation, client communication, and transaction management purposes, as identified in an Order Form.
“CloseSimple Services” means, as applicable, (a) CertifID providing Customer access to and use of the CloseSimple Platform; (b) any Customizations or implementation services provided in connection with the CloseSimple Platform; (c) the Support Services; and (d) the Fraud-Related Products, each as further described in this Agreement.
“Content” means any information or content in whatever form, provided by Customer, including Enterprise Users and/or End Users to CertifID through Customer’s, including Enterprise Users’ and/or End Users’, use of the Services and/or Platform, in each case, as applicable, provided that Content shall not include Verification Responses or other information derived either directly or indirectly by CertifID and its Third Party Content Providers from such Content.
“Customizations” means initial customized implementation services provided by CertifID so that the CloseSimple Platform will integrate with Customer’s systems, as further described in the applicable Order Form or statement of work.
“End User” means any individual or entity for which identity and information verification is sought by Customer, and who accesses the CertifID Platform under these Terms and Conditions.
“Enterprise User” means any employee or agent of Customer provided with a unique individual login subject to this Agreement.
“Fees” means the fees specified in the Order Form.
“Intellectual Property Rights” means any patent, idea, invention, discovery, improvement, work of authorship, trademark, service mark, trade and service names, copyrights, database rights and design rights, know-how, trade secrets and other proprietary or intellectual property rights in any intellectual property, whether or not patented, patentable, registered, or registerable anywhere in the world.
“Internal Purposes” means to use the Services and the Platform strictly for the Customer’s own internal business purposes, or such other purposes consistent with this Agreement as intended based on the type of Services purchased by Customer.
“License” means the CertifID License and/or the CloseSimple License, as applicable.
“Mortgage Payoff Verification Services” means Customer’s or Authorized Users’ use of the CertifID Platform to access CertifID’s mortgage payoff database in order to receive a Verification Response.
“Payments Services” means the payment processing and fund transfer services provided by CertifID as Additional Services, as further described in Section 3.
“Personal Information” means any Customer information or data CertifID processes or uses in providing the Services that identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in CertifID’s possession or control, such as Customer’s name, address, social security number or other identifying number or code, telephone number, bank account information or other financial information.
“Platform” means, collectively, the CertifID Platform and the CloseSimple Platform, as applicable.
“Recovery Assistance Services” means any services that CertifID, in its sole discretion, provides to assist Customer in the recovery of incoming or outgoing funds transfers that are diverted to fraudulent or improper accounts. Recovery Assistance Services are subject to the CertifID, Inc. Terms and Conditions for Fraud Recovery Services, which are incorporated herein in full force and effect by reference (the “Recovery Terms and Conditions”).
“Services” means, as applicable, the CertifID Services and the CloseSimple Services.
“Third Party Content Provider” means (a) any provider of information or data from which CertifID obtains, receives or acquires verification related information or data; or (b) any content provider that provides Content to CertifID to allow CertifID to formulate and provide a Verification Response.
“Third Party Service Provider” means any third party that provides technology, services, or processing capabilities used by CertifID in connection with the Services.
“Verification Response” means, as applicable, the “CertifID” or “rejected” answer provided on the CertifID Platform or through other electronic mediums by CertifID to Customer in response to a Customer request for (a) verification of the identity and/or bank account credentials of individuals or entities; (b) identity validation that enables the secure transfer of wire instructions; and (c) verification of mortgage/loan data or information to enable the secure payments or transfer of wire instructions, each based on information input by Enterprise Users and/or End Users.
2. CertifID Services.
2.1 License. During the Term, to the extent the CertifID Services are identified on an Order Form, CertifID hereby grants to Customer, subject to the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for Authorized Users to input Content for its own Internal Purposes and to access and use the CertifID Platform in accordance with these Terms and Conditions to receive Verification Responses to better verify the identity and/or bank account credentials of individuals or entities, and to securely share its bank credentials with parties involved in a transaction or such other legitimate purposes as intended based on the type of Verification Response provided by CertifID (the “CertifID License”). Customer may not sell, license, sublicense, lease, rent, loan, lend, transmit, network, publish, or otherwise distribute or transfer the Verification Responses in any manner.
2.2 Agent Appointment. In connection with the Mortgage Payoff Verification Services provided by CertifID to Customer, Customer hereby appoints CertifID as an agent of Customer for the limited purpose of verifying mortgage payoff information from a mortgage lender or mortgage servicer.
2.3 Customer Representations. Customer shall not misrepresent the Verification Responses, or the capabilities of the CertifID Platform or Services or display or distribute the Verification Responses in any way that may create a false or misleading impression as to the origin or value or verification of the identity of any individual.
2.4 Customer represents, warrants and covenants and agrees that if any Verification Response is not “CertifID” by the CertifID Platform, Customer shall not use the CertifID Platform to validate the identity or bank credentials of the same party that resulted in the failure to obtain a “CertifID” Verification Response. In such an event, Customer represents, warrants and covenants that it has its own process for collecting or sending funds via check and not electronic transfer or, in the alternative; the process, procedure and/or technology for verifying the identity of individuals, entities, bank account information and mortgage payoff information that includes, without limitation: (a) identifying spoofed email accounts and domain names; (b) relying upon information from only trusted and known sources; (c) verifying personal or entity identity or account information with a trusted third party and not relying on communications received via email, SMS, facsimile or phone; (d) version control of all information including bank account information such as mortgage payoff statements and consumer wiring instructions; (e) regular training for employees on email phishing and identity verification; and (f) an incident response plan in the event of an email compromise or wire fraud.
2.5 Insurance Benefits. The CertifID Platform includes third-party underwritten insurance benefits for the Customer, including any Enterprise User or End User, as provided in Section 9.1(e). These benefits are offered and distributed through CertifID Insurance Services LLC, a licensed insurance producer and an affiliate of CertifID, Inc. The insurance benefits are underwritten by Lloyd’s of London under a master policy issued to CertifID, Inc. and, in some cases, are reflected for Customer or its customers by individual certificates reflecting those transactions. The terms and conditions of the master policy (including its limits of liability), any summary of benefits prepared by CertifID, and any transactional certificates are referenced herein, and are available for Customer’s review upon request. Customer acknowledges receipt of this information and agrees to be bound by the terms, conditions, limitations, and exclusions of the master policy and any applicable individual certificates. The insurance program is provided on an “as is”, “where is” basis, without any express or implied warranty of any kind. For the avoidance of doubt, nothing in this Agreement will limit or otherwise affect the insurance coverage to which Customer is entitled under Section 9.1(e).
2.6 Recovery Assistance Services. Recovery Assistance Services shall only be included on all funds transfers that include a “CertifID” Verification Response (for outbound wire transfers) or a purchased Money Protection Plan (for inbound transfers) at no additional cost. If CertifID is requested by Customer or a customer of Customer to provide Recovery Assistance Services on funds transfers that do not include either a “CertifID” Verification Response (for outbound wire transfers) or a purchased Money Protection Plan (for inbound wire transfers), such services may be rendered at the sole and absolute discretion of CertifID and for a fee as set forth on the Order Form and subject to the Recovery Terms and Conditions. Unless otherwise provided for in this Agreement, all other services, including Recovery Assistance Services, rendered by CertifID shall be subject to additional compensation under a separate agreement to be entered into by and between CertifID and Customer.
3. Additional CertifID Services. If Additional Services are set forth in an Order Form, the following terms and conditions will apply and govern such Additional Services. If Additional Services are provided, any reference herein to the “Services” shall be deemed to include such Additional Services.
3.1 Payments Services (General). If the Additional Services include the Payments Services, Customer agrees to the following terms and conditions:
Client Onboarding. Customer must satisfy CertifID’s “Know Your Business” (“KYB”) procedures at all times during the Term in order to be eligible to use the Payments Services, and shall provide all information requested by CertifID for such purpose. Customer represents and warrants that any information that Customer provides to CertifID about Customer’s business is for purposes of CertifID’s KYB review is accurate and complete, and Customer will keep this information up to date at all times. Part of the KYB process is to satisfy a “Know Your Client” (“KYC”) procedure that will be performed on any individual or entity that owns more than 25% of Customer’s organization. Failure to provide accurate information and documentation may result in termination of this Agreement by CertifID.
Customer Users. Customer is solely responsible for Customer and Customer’s Authorized Users’ and End Users’ actions and activity in connection with the Payments Services, including any fraudulent activity, fees, claims, fines, penalties, and other liabilities incurred by CertifID, the applicable payment processors, financial partner institutions, or any breach of this Agreement, except where such losses are solely caused by CertifID. Customer will ensure that all Customer Authorized Users and End Users agree to comply with this Agreement, CertifID Privacy Policy and all other requirements of CertifID.
Transfer Type Definitions. An “Incoming Transfer” is a credit to the Customer escrow account established as part of Customer’s onboarding process (the “Customer Escrow Account”) and a “Disbursement” is a debit from the Customer Escrow Account, each of which is a “Transfer”. “Settlement-Guaranteed Configuration” means a configuration of the Payments Services for Incoming Transfers that is expressly designated by CertifID as “Settlement Guaranteed” (or similar) in the CertifID Platform and/or applicable Order Form. “Non-Guaranteed Configuration” means any configuration of the Payments Services for Incoming Transfers that is not a Settlement-Guaranteed Configuration.
1099k. As a third party settlement organization (“TPSO”), CertifID and/or its payment processors, may be required to issue a 1099k in accordance with the American Rescue Plan Act of 2021 as per the IRS. More information can be found at www.irs.gov.
Limited Warranty. CertifID warrants that the Payments Services will be performed in a good and workmanlike manner. CertifID has obtained or shall obtain all permits, licenses, regulatory approvals and registrations required to render the Payments Services, including without limitation, registration with the appropriate taxing authorities for remittance of taxes. CertifID shall comply with all applicable laws, regulations, guidance and self-regulatory standards, including applicable provisions of the Gramm-Leach-Bliley Act; the Bank Secrecy Act/Anti-Money Laundering; the Office of Foreign Assets Control; the Fair Lending Act and other consumer protection laws and regulations. In the event Customer believes that CertifID is in violation of this limited performance warranty, Customer shall notify CertifID and CertifID shall use reasonable commercial efforts to correct any error or defect. For the avoidance of doubt, the foregoing warranties apply to, and are made with respect to, the Payments Services only.
Contingency Plan. CertifID agrees to establish and maintain policies and procedures relevant to contingency plans, recovery plans, and proper risk controls designed to ensure CertifID’s continued provision of the Payments Services.
3.2 Payments Services (Legacy Paymints.io Services). If the Additional Services include the Payments Services conducted using the Paymints.io platform, Customer agrees to the following terms and conditions relating to such usage, in addition to the general Payments Services terms and conditions in Section 3.1:
Payments Service Fees. The “Payments Service Fee” consists of the monthly subscription fee (as set forth in the Order Form) and the total number of Incoming Transfers and outgoing Disbursements (each, a “Transaction”). A separate fee is charged for each Incoming Transfer and each outgoing Disbursement which is billed to the Customer. The Customer has the ability to (i) absorb the cost of the Transaction, (ii) pass the cost of the Transaction to the User, iii) partially pay for the cost of the Transaction or iv) charge an increased fee to the User. In the event an increased fee was charged to the User, the Customer will have an “Overage” which is the balance of the increased fee and Transaction fee charged to the Customer. All Overages will be credited to the connected billing account via ACH in the month following the end of the quarter. For example, an Overage in the first quarter of 2025 will be paid in April 2025. Furthermore, Customer understands and agrees that no refunds of Payments Service Fees will be provided for any reason. Payments Service fees will be debited out of the connected billing account via ACH. Credit card payments, wires or checks will not be accepted.
3.3 Payments Services (CertifID Payments Services). If the Additional Services include the Payments Services conducted using the CertifID platform, Customer agrees to the following terms and conditions related to such usage set forth in this Section 3.3, in addition to the general Payments Services terms and conditions in Section 3.1. For clarity, this Section 3.3 applies only to Transfers processed through the CertifID platform and does not apply to Payments Services conducted using the Paymints.io platform, which are governed by Section 3.2. Notwithstanding anything to the contrary in this Agreement, the terms of this Section 3.3 (and, for Settlement-Guaranteed Configurations, Section 3.3(d)) will control with respect to Transfers processed through the CertifID Payments Services, including Incoming Transfers and outgoing Disbursements.
Payments Service Fees for Incoming Transfers. A separate fee is charged for each Incoming Transfer, by default paid by the client User initiating the transfer. Customer understands and agrees that no refunds of Payments Service Fees will be provided for any reason.
Failed Incoming Transfers; Negative Balance (Non-Guaranteed Configurations). If the Customer has chosen a configuration of EMD Digital Payments without Settlement-Guaranteed Configuration, then the Customer agrees to reimburse CertifID for any losses arising from use of such configuration(s) from any (i) reversal (as defined in applicable law, including without limitation Regulation E (12 C.F.R. §1005)); (ii) return; or (iii) unauthorized Transaction. In the event of a failed Incoming Transfer using such configuration creating a negative balance in the Customer Escrow Account digital wallet (including an ACH return of the initial ACH debit of the Payer’s account), Customer authorizes and hereby requests CertifID to pull back the funds from the account the funds were credited to, to the extent permitted by Applicable Law and payment network rules.
Failed Incoming Transfers; Negative Balance (Settlement-Guaranteed Configurations). If the Customer has chosen a configuration of incoming Digital Payments with Settlement-Guaranteed Configuration, then with respect to use of such configuration:
Once CertifID has successfully credited the funds for an Incoming Transfer to the Customer-held destination account, CertifID will not seek return of these funds from Customer’s escrow or trust account (including by initiating any ACH debit, dispute, recall, or similar debit instruction against such account) for any losses arising from the use of the so-configured Payment Services, including from any (i) reversal (as defined in applicable law, including without limitation Regulation E (12 C.F.R. §1005)); (ii) return; or (iii) unauthorized Transaction, except to the extent Customer requests a refund or reversal as part of a Customer-initiated refund/correction workflow.
In the event of a failed Incoming Transfer, Customer agrees to (i) cooperate in recovery efforts against the original payer, (ii) promptly return duplicate or excess funds received for the funds originally paid by the payer, and (iii) subrogate to CertifID any rights against the payer to the extent CertifID or its agents suffers a loss from the payer’s failure to re-pay.
Failed Outgoing Disbursements; Negative Balance. Customer agrees to reimburse CertifID, for any losses arising from use of the Payment Services for outgoing Disbursements from any (i) reversal (as defined in applicable law, including without limitation Regulation E (12 C.F.R. §1005); (ii) return; (iii) unauthorized Transaction. In the event of a failed Transaction, creating a negative balance in the digital wallet, Customer authorizes and hereby requests CertifID to pull back the funds from the account the funds are credited to. Customer agrees to reimburse CertifID for all penalties and fees incurred if any ACH debit is returned because the Customer’s Escrow Account was not properly configured to accept ACH debits. In the event that Customer has experienced an unacceptable number or rate of reversals, which is defined as greater than five percent (5%) of the average number of Transactions in the previous ninety (90) days, CertifID reserves the right to impose a penalty for each reversal in the amount of four dollars and fifty cents ($4.50) and to immediately restrict or suspend Customer’s use of the Payments Services, or terminate this Agreement.
4. CloseSimple Services.
4.1 CloseSimple License. During the Term, to the extent the CloseSimple Services are identified on an Order Form, CertifID hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for Authorized Users to access and use the CloseSimple Platform solely for Customer’s Internal Purposes (the “CloseSimple License”). For the avoidance of doubt, Customer’s employees and agents who are provided access to the CloseSimple Platform shall be deemed Authorized Users for purposes of this Agreement. Customer will provide, at Customer’s location, all hardware, software, and communications equipment and internet connectivity necessary to access and use the CloseSimple Platform at its own expense.
4.2 Support Services. In addition to any maintenance and support services described in an applicable Order Form, CertifID will provide routine support and troubleshooting services for the CloseSimple Platform (“Support Services”) to Customer. Customer may request Support Services by submitting a support request to the applicable CertifID support channel.
4.3 User Data. CertifID will maintain certain data that Customer transmits to the CloseSimple Platform for the purpose of managing the performance of the CloseSimple Platform, as well as data relating to use of the CloseSimple Platform. Although CertifID performs regular routine backups of data, Customer acknowledges and agrees that Customer is solely responsible for all data that is transmitted to the CloseSimple Platform or that relates to any activity undertaken using the CloseSimple Platform. Customer agrees that CertifID shall have no liability to Customer for any loss or corruption of any such data, and Customer hereby waives any right of action against CertifID arising from any such loss or corruption of such data.
4.4 User Generated Content. The CloseSimple Platform allows Customer’s Authorized Users to submit, post, display, and transmit Content through the CloseSimple Platform. Such Content may be viewable by other users of the CloseSimple Platform and through third-party services. Any use of the CloseSimple Platform in violation of the representations and warranties applicable to Content under this Agreement may result in termination or suspension of Customer’s rights to use the CloseSimple Platform.
4.5 Fraud-Related Products. As part of the CloseSimple Services, CertifID may solicit certain Personal Information from Customer about an individual in order to indicate associated risk of fraud, financial falsifications, or other indicia of misrepresentation (the “Fraud-Related Products”). Customer agrees that Personal Information shared with CertifID in connection with the Fraud-Related Products may be transferred by CertifID to its trusted Third Party Service Providers to acquire additional information that Customer may use to further assess risk. CertifID may also obtain, through open source resources and trusted Third Party Service Providers, additional information related to the subject of Personal Information provided by Customer. CertifID does not warrant the accuracy or completeness of any information it provides as part of its risk management services to Customer.
5. Intellectual Property Rights.
5.1 Customer acknowledges and agrees that CertifID holds all right, title and interest and reserves all Intellectual Property Rights in and to the Services and the Platform. Customer agrees that the Intellectual Property Rights of CertifID, its licensors and/or Third Party Service Providers are not transferred, assigned or affected in any way as a result of this Agreement.
5.2 Customer and Authorized User retain ownership of Content, as applicable. Customer and Authorized User hereby grant CertifID a nonexclusive, perpetual, royalty free, irrevocable and unlimited license to use such Content in performing the Services, as well as in connection with any other business purpose of CertifID.
5.3 Customer shall, at CertifID’s request and expense, take all reasonable steps (such as execution of written documents or cooperation in litigation) both during and after the Term, that in CertifID’s sole judgment, are prudent and reasonable for the protection and enforcement of the Intellectual Property Rights of CertifID, its licensors and, if applicable, Third Party Content Providers and Third Party Service Providers.
5.4 Customer hereby grants to CertifID (including its affiliates, subcontractors, agents, successors and assigns) an exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate into the Services or Platform any suggestions, enhancement requests, recommendations or other feedback from Customer or its Authorized Users relating to the Services or Platform (collectively, “Feedback”). To the extent that Customer provides a testimonial to CertifID, Customer agrees that CertifID may use Customer’s or its Authorized Users’ name, picture, logo, or likeness (collectively “Customer Likeness”), as applicable, for any advertising purpose during the Term of this Agreement and indefinitely thereafter. Customer hereby waives any right to the Customer Likeness and will ensure that all Authorized Users waive any rights to the Customer Likeness.
6. Service Modifications; Updates.
6.1 CertifID, its agents, licensors and/or its Third Party Content Providers and Third Party Service Providers may add or delete information, change the algorithms or processes used to provide the Services, and/or modify the Services and Platform, depending on operational requirements and availability, and to comply with Applicable Law. In the event that CertifID loses access to information and content from its Third Party Content Providers that is used in the Platform and/or Services, CertifID will use commercially reasonable efforts to acquire similar content sources. CertifID shall not be required to provide any advance notice of changes to the Services or the content or information used from its Third Party Content Providers in providing the Services. If the updates are material, CertifID may, but is not obligated to, notify Customer of the same. Customer’s continued use of the Services after any such update shall constitute Customer’s assent to and acceptance of the updated Services.
6.2 From time to time, CertifID may make updates to the Platform, which will be governed by these Terms and Conditions. CertifID is not responsible for performance of updates in connection with any plugins not part of the Platform. Except as provided on an applicable Order Form, CertifID is not obligated to provide any updates or other modifications to Customer.
7. Restrictions on Use; Suspension; Content Removal.
7.1 Customer shall not use the Services or the Platform for any illegal purpose, or to test or probe the Services and/or the Platform, reverse engineer, disassemble, decompile, adapt or otherwise attempt to derive or gain access to the source code of the Services or the Platform, impede or harm in any way the Services or the Platform, access or use the Services or the Platform for purposes of competitive analysis, the development, provision or use of a competing software service or product, or any other purpose that is to CertifID’s detriment or commercial disadvantage, or otherwise access or use the Services or Platform beyond the scope of the License. Upon becoming aware that the Content includes any false, misrepresentations, illegal or infringing information, or any information that possibly could give a false Verification Response, or that any End User did not match the identity of the person being verified, Customer shall promptly inform CertifID. CertifID may immediately suspend or terminate, without notice, access to the Services (including the receipt or display of any Verification Response) and/or the Platform by any party, entity or person if CertifID has reason to believe the Customer is breaching any Applicable Law, is in breach of its payment obligations under this Agreement, or is otherwise not using the Services or Platform in compliance with this Agreement. Customer shall not provide any personal health information covered by Applicable Laws (including HIPAA) to CertifID.
7.2 Customer shall not, directly or indirectly, provide any access to the Platform or Services to any third party and shall limit use and access solely to Authorized Users. In the event Customer provides access to the Platform or Services to a third party without obtaining written confirmation or a separate written license agreement, in addition to all other applicable remedies, Customer will be responsible for paying CertifID all fees that otherwise would have been remitted or owed by the third party directly to CertifID.
7.3 CertifID shall have the unrestricted right to remove Content uploaded by Customer or information from its Third Party Service Providers which CertifID identifies as illegal or infringing, reasonably believes may be illegal or infringing, or which is alleged to be illegal or infringing by a third party (“Identified Content”).
8. Fees, Billing and Payment. Customer shall pay to CertifID the applicable Fees specified in the Order Form within thirty (30) days of the date of invoice. Any amounts not paid when due will accrue interest at the lesser of six percent (6%) per month, or the maximum rate allowed by Applicable Law. If Customer has not paid all Fees when due, CertifID has the right to suspend its provision of the Services until full payment is received, including any late payment charges. All Fees referenced under this Agreement will be shown, invoiced and automatically payable in U.S. Dollars. In the event Customer is receiving the Services as part of a free trial (“Free Trial”) as set forth on the Order Form, CertifID shall automatically bill Customer under this Agreement after the term of the Free Trial has expired. Customer shall pay any taxes, fees and similar governmental charges related to the execution or performance of this Agreement, other than taxes on CertifID’s net income.
9. Representations and Warranties.
9.1 CertifID represents, warrants and covenants that it: (a) has the right to provide Services to Customer via the Platform, as applicable, for the purposes specified in this Agreement; (b) has the power and authority to enter into this Agreement and to perform its obligations hereunder; (c) shall comply with all Applicable Law applicable to the provision of the Services; (d) shall employ industry-standard methods to prevent introduction, through the Services, of computer viruses or malicious code into Customer’s software systems; and (e) with respect to the CertifID Services, shall provide an Evidence of Insurance document naming Customer to the applicable sections of the CertifID Status Approved Wire Fraud Indemnity Policy that specifically relate to the Services provided by CertifID to Customer as specifically referenced in such Evidence of Insurance.
9.2 Neither CertifID nor its officers, directors, members, employees, agents, consultants, licensors, successors, and assigns (“CertifID Parties”) shall be liable for: (a) any delay, inaccuracy, error or omission of any kind in providing the Services or for any resulting loss or damage or for the inability to access or receive the Services; (b) losses arising from unauthorized access to the Services or any other misuse of the Services; (c) any or all claims, losses or damages covered, in whole or part, by any insurance policy or subject to any insurance coverage (including for the avoidance of doubt, the amount of loss or damage that exceeds the limit(s) of available insurance or insurance coverage); (d) any or all claims, losses or damages that would have been covered, in whole or part, by any insurance policy or subject to any insurance coverage but that are not covered because the applicable limit(s) have been exhausted or the carrier has denied coverage; (e) any or all claims, losses, or damages if the Customer elects not to purchase insurance or insurance coverage; or (f) with respect to the CertifID Services, any or all claims, losses, or damages asserted by a third party resulting from the unauthorized sharing of a Verification Response by Customer to such third party, whether voluntarily or involuntarily.
9.3 CertifID partners with Third Party Service Providers to provide certain Services. In connection with the provision of the Services, Third Party Service Providers may have access to sensitive, confidential or otherwise non-public information provided by or on behalf of Customer. Customer expressly authorizes CertifID to share with its Third Party Service Providers any and all information Customer provides to CertifID and/or Third Party Service Providers through the use of the Platform or to otherwise provide the Services. CertifID shall not be liable for any act or omission of a Third Party Service Provider, including but not limited to service failure, limitations, interruptions, loss of data, privacy breaches, or any downtime.
9.4 EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED IN FACT, STATUTORY, OR BY OPERATION OF LAW, AND CERTIFID EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. CERTIFID DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS. CUSTOMER ACCEPTS FULL RESPONSIBILITY FOR ITS USE OF THE SERVICES AS INCORPORATED IN ITS WORKFLOW AND DECISION MAKING. CUSTOMER UNDERSTANDS AND AGREES THAT CERTIFID OBTAINS THE INFORMATION REQUIRED TO PROVIDE CERTAIN SERVICES FROM A VARIETY OF SOURCES, INCLUDING THIRD PARTY CONTENT PROVIDERS, AND THAT CERTIFID DOES NOT REVIEW INFORMATION PROVIDED BY SUCH THIRD PARTY CONTENT PROVIDERS BEFORE MAKING SUCH INFORMATION AVAILABLE TO CUSTOMER. CERTIFID MAKES NO PROMISES, REPRESENTATIONS OR GUARANTEES REGARDING THE SERVICES. CERTIFID DOES NOT PROVIDE LEGAL OR FINANCIAL SERVICES TO CUSTOMER AND CERTIFID WILL NOT GIVE CUSTOMER FINANCIAL OR LEGAL ADVICE AT ANY TIME, EITHER VERBALLY OR IN WRITING. SHOULD CUSTOMER’S BANK OR FINANCIAL INSTITUTION DEEM IT NECESSARY TO CLOSE AN ACCOUNT OF CUSTOMER, CERTIFID ACCEPTS NO LIABILITY, CONSEQUENTIAL LOSS, OR OTHER RESULT OF THE ACCOUNT CLOSURE.
9.5 Customer represents, warrants and covenants that it: (a) has the authority to enter into and comply with the terms and conditions of this Agreement, and that the execution, delivery, and performance of this Agreement by Customer do not and shall not conflict with, breach, violate, or cause a default under any contract, instrument, order, judgment, decree, or other legal obligation to which Customer is a party or by which Customer is bound; (b) shall comply with this Agreement and all Applicable Law applicable to the receipt and use of the Services and Platform (including but not limited to the access to or use, storage, and transmission of the Content); (c) is lawfully in possession of any Personal Information it provides CertifID as part of the Content; (d) has the proper policies, procedures and security in place to ensure the confidentiality of such Personal Information, and comply with all Applicable Laws regarding such Personal Information; (e) that it keeps all such Personal Information confidential and has entered into agreements with Enterprise Users requiring them to ensure the confidentiality of such Personal Information; (f) that all Content is accurately transferred from Customer’s source of such information into the Platform, is not false, inaccurate, misleading, libelous, slanderous, or otherwise objectionable, and does not violate the rights of any third party; (g) it has an information security management system (ISMS) in place that covers confidential and non-confidential information and complies with Applicable Law; and (h) Customer shall immediately notify CertifID of any attempt by an individual or entity to use a false identity, or to commit fraud in connection with the Services.
10. Indemnification.
10.1 Customer shall indemnify, defend, and hold harmless CertifID Parties against all losses, claims, damages, expenses or costs (including reasonable attorneys’ fees) which CertifID has incurred or paid to any third party arising from (a) improper, unlawful, or unauthorized access to or use of the Services, CertifID Platform and/or Verification Responses by Customer, except where the losses or claims arise from willful misconduct on the part of CertifID or its officers; (b) any Identified Content; and (c) any breach of any of the representations, warranties, agreements or covenants under this Agreement by Customer.
10.2 CertifID shall indemnify, defend, and hold harmless Customer and any Authorized Users against all losses, claims, damages, expenses or costs (including reasonable attorneys’ fees) which Customer or any Authorized Users have incurred or paid to any third party arising from: (i) CertifID’s gross negligence or willful misconduct; or (ii) any allegation that the Services or the Platform infringe any Intellectual Property Rights of a third party (or constitute the misappropriation of a trade secret of a third party). CertifID will have no obligation for any claim of infringement to the extent that such claim is based on or related to: (a) use of the Services or the Platform in conjunction with anything not provided by CertifID; (b) use of the Services or the Platform in a manner not described in this Agreement; (c) any modification to the Services or the Platform not made or authorized by CertifID; (d) the claim is based in whole or in part on any Intellectual Property Right owned or controlled by Customer; or (e) any facilities, technologies, networks, or services provided by a Third Party Service Provider.
11. Limitation of Liability.
11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF A BREACH OF SECTION 5 (INTELLECTUAL PROPERTY RIGHTS) OR SECTION 12 (CONFIDENTIALITY & SECURITY), OR AS A RESULT OF A PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES SHALL A PARTY BE LIABLE TO THE OTHER PARTY, DIRECTLY OR INDIRECTLY AS A RESULT OF THIS AGREEMENT OR FOR MAKING USE OF ANY INFORMATION, SERVICES, OR PLATFORM, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR LOST DATA, ARISING UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF A BREACH OF SECTION 5 (INTELLECTUAL PROPERTY RIGHTS) OR SECTION 12 (CONFIDENTIALITY & SECURITY), FOR THE FEES DUE AND OWING TO CERTIFID, OR AS A RESULT OF A PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY HEREUNDER FROM ANY AND ALL CAUSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, WARRANTY, INDEMNITY OR OTHERWISE) EXCEED THE FEES PAID FOR THE PRECEDING THREE MONTHS TO CERTIFID BY CUSTOMER UNDER THIS AGREEMENT. THIS LIMITATION SHALL SURVIVE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT AND THAT CERTIFID WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO CUSTOMER AT THE PRICES SET FORTH IN THE ORDER FORM WITHOUT SUCH LIMITATIONS.
11.3 Customer shall reimburse CertifID for all costs and expenses (including attorneys’ fees and costs) incurred by CertifID resulting from any third-party investigation of the acts or practices of Customer including, without limitation, any costs or expenses related to compliance with any third party subpoena or other discovery request. Should CertifID be served with a third party subpoena in connection with Services it performed for Customer, CertifID shall promptly advise Customer and consult with Customer regarding CertifID’s response to the subpoena to the extent the subpoena seeks Customer’s Confidential Information so that Customer may have an opportunity to seek appropriate relief.
11.4 A Party seeking indemnification hereunder (an “Indemnified Party”) shall provide the Party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt written notice of the relevant claim; (b) reasonable cooperation and assistance, at the Indemnifying Party’s request and expense, in the defense or settlement of such claim; and (c) sole control of the defense and settlement of any such claim; provided, however, that the Indemnifying Party will not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party will have the right to participate in the defense at its own expense. The failure of the Indemnified Party to provide prompt written notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent that such failure materially prejudices the Indemnifying Party’s ability to defend such claim.
11.5 In the event of any claim that the Services or the Platform infringe any Intellectual Property Rights of any third party, CertifID shall use commercially reasonable efforts to: (a) undertake and obtain the right for Customer to continue using such Services, as applicable; (b) replace such Services or Platform with substantially the same functionality and efficiency; or (c) if neither (a) nor (b) are commercially reasonably possible in CertifID’s sole discretion, refund any fees and expenses paid to CertifID by Customer with respect to such Services. This Section states Customer’s sole remedy and CertifID’s entire liability for any loss and damages arising out of or relating to the infringement of any Intellectual Property Rights of any third party.
12. Confidentiality & Security.
12.1 Each Party acknowledges that information of a confidential nature relating to the business of the other (including Personal Information) (“Confidential Information”) may be disclosed to it under this Agreement. Content, the Platform, and any documentation or materials provided regarding the Services or the Platform shall be considered Confidential Information of CertifID. Each Party undertakes to hold such Confidential Information in strict confidence and not, without the prior written consent of the other, disclose it to any third party (other than to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein) nor use it for any purpose other than the exercise of its rights or performance of its obligations under this Agreement. Confidential Information does not include information that: (a) at the time of disclosure is already publicly available, (b) is already known to the receiving Party prior to disclosure by the disclosing Party, (c) after disclosure becomes publicly available through no fault of the receiving Party, (d) is or becomes rightfully known to either Party without restriction from another source, (e) is developed independently by the receiving Party without use of the disclosing Party’s Confidential Information, and (f) is required to be disclosed by order of Applicable Law, provided that the receiving Party promptly provides reasonable written notice to the disclosing Party of such required disclosure and reasonably cooperates with the disclosing Party in limiting such disclosure.
12.2 Upon termination of this Agreement or upon earlier written request by the disclosing Party, each Party will, within thirty (30) days, return or permanently destroy all electronic, paper or other copies of such Confidential Information of the other Party and certify in writing that it has done so; provided, however, that a Party may retain copies of Confidential Information (i) stored on routine backup media in the ordinary course of business; (ii) as required to be retained by Applicable Law; (iii) one copy that CertifID may retain and use for audit purposes; or (iv) for use in CertifID’s other services or products (to the extent de-identified and aggregated), in each case subject to continued confidentiality obligations hereunder for as long as such Confidential Information is retained. Each Party will cause each of its agents or employees who have access to the Confidential Information of the other Party to comply with the restrictions of confidentiality and non-use of this Agreement. Each Party acknowledges and agrees that a breach of its commitments herein will or may result in damage to the other Party that is irreparable in nature and is not susceptible to monetary determination and that, accordingly, in the event of any such breach, the non-breaching Party will have the right, in addition to all other rights and remedies permitted under Applicable Law, to seek and secure compliance by the breaching Party with such commitments through the order for injunctive relief by a court of competent jurisdiction.
12.3 Subject to the disclaimers in Section 9.2, CertifID shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards reasonably necessary to: (a) protect against any unauthorized access to or use of the Platform and Content or unauthorized communications between the Platform and Customer’s or an Authorized User’s browser (“Security Breach”); and (b) control the use of the Content, including the uploading or other provision of the Content for processing by the Platform consistent with industry standards. CertifID maintains a data breach plan in accordance with the criteria set forth in CertifID’s privacy and security policy and shall implement the procedures required under such data breach plan on the occurrence of a Security Breach.
12.4 Customer agrees it will not seek to hold CertifID or its personnel criminally or civilly liable under any applicable law for disclosing Customer’s or its affiliates’ Confidential Information where such disclosure is made (a) in confidence to a federal, state, or local governmental official or an attorney, solely for the purpose of reporting or investigating a suspected violation of law; (b) unknowingly, inadvertently (including negligence but excluding gross negligence) or through methods beyond CertifID’s reasonable control (e.g., data breach); or (c) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
13. Privacy. Customer’s use of the CertifID Services and the CloseSimple Services is governed by the CertifID Privacy Policy and the CloseSimple Privacy Policy available at https://www.certifid.com/company/privacy-policy and https://www.closesimple.com/privacy-policy, respectively. In no event will CertifID sell or transfer Personal Information to third parties other than its affiliates or for use in CertifID’s other services or products offered to its customers, or otherwise provide third parties other than its affiliates with access thereto, except (a) in the performance of the Services, or (b) with any of its third-party service providers assisting CertifID with the performance of the Services hereunder. If there is a suspected or actual breach of security involving Personal Information, CertifID will promptly notify Customer after becoming aware of such occurrence.
14. Term and Termination.
14.1 This Agreement shall commence on the Effective Date and shall continue hereafter for the initial term as specified in the Order Form unless terminated in accordance with Sections 14.2 and 14.3 (the “Initial Term”). Upon expiration of the Initial Term, this Agreement and the rights granted under this Agreement will automatically renew for additional one (1)-year periods (each, a “Renewal Term”) unless: (i) earlier terminated in accordance with Sections 14.2 and 14.3 or (ii) either Party provides written notice of its election not to renew at least thirty (30) calendar days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable (the Initial Term together with any and all Renewal Terms, the “Term”).
14.2 This Agreement may be terminated (a) immediately or on the date specified in written notice by the Party not at fault if the other Party commits any material breach of the terms or conditions of this Agreement and fails to remedy such breach (insofar as such breach is capable of remedy) within thirty (30) days after receiving written notice of such breach from the Party not at fault; or (b) immediately following written notice if the other Party: (i) ceases to do business in the normal course; (ii) becomes or is declared insolvent or bankrupt; (iii) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days; or (iv) makes an assignment for the benefit of creditors. Without limiting the foregoing, Customer shall be deemed to have committed a material breach not capable of cure in the event of: (A) any misrepresentation of Verification Responses; (B) failure to pay any Fees in accordance with this Agreement; or (C) failure to prevent or identify and immediately end unauthorized distribution of Verification Responses. In addition, CertifID may immediately terminate this Agreement for cause and without liability if Customer (or its customer) is or is likely to be a victim of fraud which may have been avoided through the use of or proper use of the CertifID Platform resulting in Customer (or its customer) utilizing the CertifID Recovery Assistance Services three (3) or more times during the Term. Without limiting the foregoing, CertifID may terminate this Agreement for convenience at any time and without any liability to Customer.
14.3 On or following the effective date of termination or expiration of this Agreement, CertifID will have the right to terminate all Customer access to the Services and the Platform and Customer will have no further right to access the Services or Platform. Termination will not affect the rights and obligations of CertifID and Customer with respect to the access of Customer to the Services prior to the effective date of termination, including, without limitation, the obligation of Customer to pay the Fees to CertifID for such access, in addition to CertifID’s cost of collection (including reasonable attorney fees, costs and expenses incurred by CertifID).
15. Miscellaneous.
15.1 This Agreement may not be assigned or transferred in any way without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, CertifID may assign or transfer this Agreement, without Customer’s consent, to its affiliates, and either Party may assign this Agreement and its rights and obligations hereunder in connection with a merger, consolidation or similar transaction or a sale or other transfer of all or substantially all of the assets of the company.
15.2 If any part, term or provision of this Agreement is held illegal, invalid or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.
15.3 All notices required or permitted under this Agreement shall be executed in writing or via such electronic means as are agreed between the Parties to constitute written notices and shall be sent to the address appearing on the face of the Order Form or such other address as the receiving Party may from time to time designate in writing.
15.4 Except as otherwise provided herein, neither party may use the other party’s name, trademarks, trade names or logos for any purposes without the prior written approval of the other party or to the extent necessary to provide the Services.
15.5 The failure of either Party at any time to enforce any provision of this Agreement shall not affect its right thereafter to require complete performance by the other Party.
15.6 This Agreement is the complete and exclusive statement of the agreement between the Parties and supersedes all prior agreements, oral or written, and all other communications between the Parties concerning the subject matter of this Agreement. Each Party acknowledges that no reliance is placed on any representation not embodied in this Agreement. Any item not specifically included herein or within the Order Form, or any item that is explicitly excluded from the Services in the Order Form, is not covered under this Agreement. In the event of any conflict or inconsistency between the provisions of these Terms and Conditions and the provisions of the Order Form, the provisions of the Order Form shall control. In the event of any conflict or inconsistency between the provisions of these Terms and Conditions and the provisions of the Recovery Terms and Conditions solely with respect to the Recovery Assistance Services, the provisions of the Recovery Terms and Conditions shall control.
15.7 Headings in this Agreement are for convenience only and do not form a part of this Agreement and do not in any way modify, interpret, limit or construe the intentions of the Parties.
15.8 The provisions of Section 5 (Intellectual Property Rights), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12 (Confidentiality & Security), Section 13 (Privacy), Section 14.3, and Section 15 (Miscellaneous), along with any provision that by its nature is intended to survive termination or expiration of this Agreement, shall survive termination or expiration of this Agreement.
15.9 The Parties acknowledge and agree that an independent contractor relationship is formed between Customer and CertifID pursuant to this Agreement. CertifID has the authority to control and direct the performance and the details of the Services, as governed by its own independent judgment and discretion. Customer may not control, direct, or otherwise supervise CertifID’s employees, agents, or contractors in the performance of the Services.
15.10 This Agreement shall be interpreted and enforced in accordance with the laws of the State of Michigan and the federal laws of the United States, notwithstanding any conflicts of laws principles. Any action brought to enforce the terms of this Agreement shall be brought in the state or federal courts located in Kent County, Michigan.
15.11 Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused by an event beyond such Party’s control, without such Party’s fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, acts of God, acts of a governmental entity, embargoes, explosions, riots, wars, acts of terrorism, fires, or floods, epidemics, pandemics, quarantine restrictions, or freight embargoes) (each, a “Force Majeure”). Notwithstanding anything in this Section to the contrary, (a) Customer’s financial inability to perform, and (b) Customer actions or agreement disputes with its bank or financial institution are not, in each case, a Force Majeure and will not, in each case, excuse performance by Customer under this Agreement or otherwise excuse performance by Customer on theories of force majeure, commercial impracticability, or otherwise, and Customer expressly assumes these risks.
15.12 Customer agrees that, unless a shorter period of limitations applies, any claim, suit, action, administrative charge, or other proceeding arising out of this Agreement, including, without limitation, claims arising under any federal, state, or local civil rights law, must be brought or asserted by Customer or its assigned personnel (as applicable) within one hundred and eighty (180) days of the event giving rise to the claim or be forever barred. Customer expressly waives any longer statute or other period of limitations to the contrary. CUSTOMER FURTHER AND EXPRESSLY HEREBY AGREES TO WAIVE ITS CONSTITUTIONAL RIGHT TO A TRIAL BY JURY AND AGREES TO SUBMIT ANY AND ALL CLAIMS TO DETERMINATION BY A JUDGE.
15.13 The Parties shall take such further steps and execute such further documents and instruments as may be reasonably necessary or appropriate to carry this Agreement into full force and effect or otherwise effectuate the intention of the Parties.
15.14 Customer shall require each of its customers that receive a benefit of the Services contemplated hereunder, to be bound by these Terms and Conditions unless the same are clearly inapplicable to the agreement between Customer and its customers because of legal requirements or industry practices. Customer is responsible for ensuring that all such customers are in compliance with this Agreement.
Last updated July 31, 2026.
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