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CERTIFYI AI

Certifyi Master Subscription Agreement (Terms and Conditions)

This Master Subscription Agreement (hereinafter referred to as “MSA” or “Agreement”) outlines the terms and conditions governing the use of Certifyi’s products and services.

Parties Involved:

  • Certifyi: Dignep Group Pvt. Ltd., doing business as Certifyi, with its principal place of business at Kathmandu, Anamnagar. For formal notices, Certifyi’s address is Kathmandu, Anamnagar, Attn: Legal, and email [email protected]. Certifyi’s Registration No. is 200505/2075/76 and PAN is 606572127.
  • Customer: The entity or person (i) executing an Order Form referencing this MSA, (ii) accepting an Order Form via private offer on a cloud marketplace, or (iii) signing up for and accessing the Services on a free trial basis.
  • Each of Customer and Certifyi is a “Party” and together they are the “Parties”.

1. Effective Date The “Effective Date” is defined as:

  • The effective date of the first Order Form executed by the Parties.
  • The date Customer first accepts a private offer containing an Order Form.
  • For Trial Services, the date Customer receives credentials through Certifyi’s free trial sign-up.

2. Services and Support

  • Services: “Services” refers to the Certifyi products and services made available to Customer under this Agreement. Certifyi will provide the Services during the subscription term specified in the Order Form (“Service Period”) and in accordance with any applicable service levels referenced in the Order Form or posted policy.
  • Support: Certifyi will provide commercially reasonable support during the Service Period, as detailed in Certifyi’s then-current Support Policy referenced in the Order Form.

3. Fees and Payment

  • Fees: “Fees” are the amounts payable for the Services as specified in the Order Form.
  • Invoicing and Payment: Certifyi will invoice using the billing information in the Order Form. If a credit card or online payment is used, Certifyi will charge that method for all Fees, including renewals and add-ons, unless a different method is designated in writing.
  • Non-Refundable: Except as explicitly stated, payment obligations are non-cancelable, and Fees are non-refundable and not subject to setoff.
  • Overdue Amounts: If Fees are unpaid fifteen (15) days after the due date, Certifyi may (i) suspend access until all overdue amounts are paid, and/or (ii) charge interest on past-due amounts at the lesser of 1.5% per month or the maximum rate permitted by law. Access will be promptly restored upon cure of non-payment.
  • Fee Disputes: If Customer believes an invoice is incorrect, Certifyi must be notified within thirty (30) days of the invoice date. Parties will work to resolve the dispute, and agreed-upon amounts must be paid promptly, no later than thirty (30) days after resolution. Invoices not disputed within this period are deemed accepted.
  • Taxes: Fees exclude all taxes, duties, levies, or similar governmental assessments (“Taxes”). Customer is responsible for Taxes associated with its purchase, excluding taxes based on Certifyi’s net income, property, or employees.
  • Price Changes: Prices may include discounts or promotional pricing. Certifyi may change prices or discontinue promotions prospectively, effective upon the next Service Period, with reasonable notice of Fee increases prior to the current Service Period’s end.
  • Cloud Marketplace Billing: If purchased via a cloud marketplace, Fees are specified on the marketplace pricing page or private offer and paid through the marketplace billing account. Eligible refunds may be issued as marketplace credits.

4. Free Trials and Beta Services

  • Trial Services Period: Certifyi provides Trial Services until the earliest of: (a) the communicated trial end date; (b) the start date of a paid Order Form; or (c) termination by Certifyi at its discretion.
  • Customer Information in Trial Services: Any Customer Information provided during Trial Services will be deleted at the end of the Trial Services Period unless Customer enters into a paid Order Form for the same Services or exports such data before the trial ends.
  • Beta Offerings: Certifyi may provide pre-release services, features, or functions designated as alpha, beta, preview, or similar (“Beta Offerings”) at no charge for evaluation purposes. Beta Offerings are not “Services” under this MSA and may be discontinued at any time without general availability.
  • Disclaimers for Trials and Betas: Trial Services and Beta Offerings are provided “AS IS” and “AS AVAILABLE,” with no support or indemnity obligations. Certifyi’s liability for these services will not exceed USD 1,000. Customer is fully liable for damages arising from its use and any related breaches.

5. Term and Termination

  • MSA Term: This MSA starts on the Effective Date and remains in effect until all Order Forms expire or are terminated.
  • Order Form Renewal: Unless otherwise stated in an Order Form, the Service Period is one (1) year. Subscriptions automatically renew for successive one-year terms unless Customer gives notice of non-renewal at least thirty (30) days before the end of the then-current Service Period.
  • Termination for Cause: Either Party may terminate this MSA or an Order Form for material breach if the breach is not cured within ten (10) days after written notice, or if the other Party becomes subject to insolvency proceedings not dismissed within sixty (60) days.
    • Certifyi may terminate immediately for Prohibited Uses.
    • Non-payment for thirty (30) days past due is a material breach.
  • Effect of Termination: Upon termination, Customer’s access to the terminated Services ends, and Fees already paid are non-refundable, except that if Customer terminates for Certifyi’s uncured material breach, Customer will receive a pro-rata refund of prepaid, unused Fees.
  • Survival: Specific sections survive termination, including Fees due at termination, ownership, confidentiality, indemnification, and limitation of liability.

6. Ownership, License, and Use

  • Ownership:
    • Each Party retains all rights in its intellectual property.
    • Certifyi retains all rights in the Services, related materials, improvements, and derivatives (“Services Information”).
    • Customer retains rights in information uploaded to the Services and outputs produced from that information (“Customer Information”), excluding Certifyi IP embedded therein.
  • Feedback: Customer grants Certifyi a worldwide, royalty-free, transferable, sublicensable, irrevocable, perpetual license to use, implement, and commercialize Feedback, subject to confidentiality obligations.
  • Licenses:
    • Certifyi grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Service Period for internal business purposes.
    • Customer grants Certifyi a non-exclusive license to use Customer Information solely to provide the Services.
    • Certifyi may generate and use aggregated and/or anonymized usage data to develop and improve its offerings and may share such data only in de-identified form.
  • Authorized Users: Customer may permit authorized employees, agents, and contractors (“Authorized Users”) to use the Services. Customer is responsible for their compliance and must promptly notify Certifyi of unauthorized access. Account sharing is prohibited.
  • Prohibited Uses: Customer will not, and will not allow others to:
    • Resell or permit third-party access except as allowed.
    • Violate laws, interfere with or attempt unauthorized access, reverse engineer or copy Services.
    • Submit unlawful or infringing content, introduce malicious code, scrape or extract data.
    • Provide access to competitors to replicate Services, time-share, sublicense, or create derivative works.
    • Remove proprietary notices, or otherwise use Services to compete with or harm Certifyi.
    • Certifyi may suspend access for suspected violations.
  • Artificial Intelligence (AI) Features:
    • Use of AI-enabled features (“AI Features”) is optional and can be disabled by Customer admins.
    • Certifyi will not use Customer Information to train machine-learning models, but may use Feedback signals and de-identified Usage Data to improve AI Features.
    • AI Outputs Disclaimer: AI outputs may be inaccurate, incomplete, or non-unique. Customer is solely responsible for evaluating and using AI outputs and must not present them as human-generated.

7. Confidentiality

  • Each Party will protect the other’s Confidential Information with at least reasonable care and use it only to perform under this MSA.
  • Disclosure is permitted to affiliates, employees, and contractors bound by similar obligations, and as required by law with prior notice and cooperation where legally permitted.
  • Confidential Information excludes information that is public without breach, independently developed, or lawfully received from a third party.
  • Equitable relief is available for threatened breaches.

8. Privacy and Security

  • Certifyi will implement administrative, physical, and technical safeguards appropriate to protect Customer Information and will maintain a security program consistent with industry practices.
  • Customer’s use of the Services is subject to Certifyi’s posted Privacy Policy and Security Statement referenced in the Order Form.

9. Representations, Warranties, and Disclaimers

  • Authority: Each Party represents it has the authority to enter into this MSA.
  • Limited Warranty: During the Service Period, the Services will perform materially in accordance with applicable documentation. This warranty does not apply to non-conformities caused by misuse or use contrary to documentation.
  • Disclaimers: Except as expressly provided, the Services, AI outputs, and any information provided are “AS IS” and “AS AVAILABLE,” and Certifyi disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. The Services are tools to assist compliance programs; Customer remains solely responsible for its compliance obligations.

10. Indemnification

  • By Certifyi: Certifyi will defend and indemnify Customer from third-party claims that the Services infringe intellectual property rights. Certifyi may, at its option, procure rights, modify/replace the Services, or terminate and refund a pro-rata portion of prepaid Fees. Exclusions include misuse, non-Certifyi modifications, and combinations not supplied by Certifyi.
  • By Customer: Customer will defend and indemnify Certifyi from claims arising out of Customer Information.
  • Procedures: Indemnification requires prompt notice, sole control of defense by the indemnifying Party, and cooperation by the indemnified Party. The indemnifying Party will not settle resulting in admission or liability without consent.

11. Limitation of Liability

  • Exclusion of Damages: Neither Party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, revenue, data, or business, even if advised of the possibility.
  • Cap: Except for breaches of confidentiality, indemnification obligations, or Prohibited Uses, each Party’s aggregate liability is limited to the Fees paid by Customer in the twelve (12) months preceding the first event giving rise to liability. For the carve-outs (confidentiality, indemnification, Prohibited Uses), liability will not exceed ten times (10x) that amount.
  • No Limit for Certain Claims: Nothing limits liability for gross negligence, fraud, intentional misconduct, or liability that cannot be excluded by law.
  • Basis of the Bargain: The Parties agree these limitations allocate risk and are reflected in the pricing.

12. Miscellaneous

  • Entire Agreement: This MSA and any Order Forms constitute the entire agreement. Order Forms control over conflicting MSA terms. Customer purchase orders or onboarding terms do not modify this MSA.
  • Assignment: Neither Party may assign without the other’s consent, except to an affiliate or in connection with a merger, change of control, or sale of substantially all assets, with notice and assumption of obligations.
  • Severability: If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect.
  • Relationship: The Parties are independent contractors. No third-party beneficiaries exist unless expressly stated.
  • Notices: Notices to Customer may be sent by courier/mail to the address in the Order Form or by email to the account owner. Notices to Certifyi must be sent to: Dignep Group Pvt. Ltd. (Certifyi), Kathmandu, Anamnagar, Attn: Legal, and [email protected]. Email notices are deemed delivered upon transmission; courier/mail upon receipt or two (2) business days after dispatch.
  • Governing Law; Venue: This MSA is governed by the laws of Nepal law, excluding conflict-of-laws rules.
  • Export Compliance: Customer will comply with applicable export and sanctions laws and will not permit access from prohibited jurisdictions or to restricted parties.
  • Anti-Corruption: Customer represents it has not received or been offered any improper inducement and will notify Certifyi of any known violation.
  • Publicity: Certifyi may use Customer’s name and logo to identify Customer as a client, subject to reasonable brand usage guidelines.
  • Amendments: Amendments must be in writing and signed by authorized representatives.
  • Third-Party Products and Services: Integrations with third-party products are governed by the third party’s terms; Certifyi disclaims responsibility. If Customer engages third parties for audits or testing, those services are provided by independent third parties under separate terms.
  • Force Majeure: Except for payment obligations, neither Party is liable for delays or failures due to causes beyond its reasonable control.
  • Waiver: Failure to enforce any provision is not a waiver of that or any other provision.
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