Terms and Conditions of Use

4.1. Account Creation

To access the full features of the Platform, you must register for an account by providing accurate, current, and complete information. You agree to maintain and update your account information to keep it accurate and current.

4.2. Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to:

• Use a strong password and enable multi-factor authentication (MFA) where available;
• Not share your account credentials with any unauthorized person;
• Notify us immediately at hello@certgio.com if you suspect unauthorized access to your account;
• Accept responsibility for all activity conducted through your account.

Certgio will not be liable for any loss or damage arising from unauthorized access to your account due to your failure to comply with these security obligations.

4.3. Account Verification

We may, at our discretion, verify your identity, your organization's identity, or the validity of information you provide. We reserve the right to suspend or deny access to any account that fails verification or provides false information.

5.1. Core Platform Features

• COI Request and Collection: Create and send requests for Certificates of Insurance to vendors, subcontractors, tenants, or other parties.
• COI Upload and Storage: Upload, securely store, and organize insurance certificates.
• AI-Powered Verification: Automated extraction and validation of COI data using artificial intelligence.
• Compliance Tracking: Monitor COI expiration dates and compliance status against configurable requirements.
• Automated Alerts: Receive notifications for expiring or non-compliant certificates.
• Document Sharing: Share COI documents and compliance status with authorized parties.
• Reporting and Analytics: Generate reports on COI compliance status across your organization or portfolio.

5.2. Service Availability

We strive to make the Platform available 24 hours a day, 7 days a week, except for scheduled maintenance. We do not guarantee uninterrupted, error-free access to the Platform. We reserve the right to perform maintenance, updates, or modifications that may temporarily interrupt service.

5.3. Service Modifications

We reserve the right to modify, enhance, discontinue, or limit features of the Platform at any time, with reasonable prior notice where practicable. Material changes to paid plan features will be communicated in advance.

6.1. Subscription Plans

Certgio offers various subscription plans ("Plans") with different feature sets and usage limits. Plan details, pricing, and applicable features are described on our Website and may be updated from time to time. Certain features may be available on a free trial or freemium basis.

6.2. Paid Subscriptions

In the event you elect to purchase a paid subscription, your use of the Service will be subject to the applicable fees and billing cycle presented at checkout.

6.3. Renewals and Cancellation

Where a paid subscription is in effect, it will renew automatically at the end of each billing cycle. You may cancel your subscription at any time through the subscription management links provided in your billing emails or directly through our authorized payment processor.

6.4. Free Trials

No payment instrument is required to initiate a free trial. At the expiration of your trial period or upon exhaustion of your trial credit allowance, your ability to perform credit-consuming actions (including reading certificates, reading contracts, and running checks) will automatically cease, and your account will not be charged. Your account and existing data will remain accessible. To restore full functionality or continue on a paid plan, you must make a separate, affirmative purchase.

6.5. Price Changes

We reserve the right to change our prices. We will provide at least 30 days' notice before any price changes take effect for existing subscribers. Your continued use of the Platform after the effective date of a price change constitutes acceptance of the new pricing.

6.6. Refunds

Except where required by applicable law (including applicable consumer protection laws), subscription fees are non-refundable. If you cancel mid-period, you may continue to use the Platform through the end of your current billing period. If you are a consumer in a jurisdiction that provides statutory refund rights, those rights are not affected by this clause.

6.7. Disputed Charges

If you believe a charge is incorrect, please contact us at hello@certgio.com within 30 days of the charge date. Failure to report a disputed charge within this period may result in you waiving your right to contest the charge.

7.1. Permitted Uses

You may use the Platform only for lawful purposes and in accordance with these Terms. Permitted uses include:

• Managing, collecting, tracking, and distributing Certificates of Insurance for legitimate commercial purposes;
• Verifying the insurance compliance of vendors, contractors, tenants, or other third parties;
• Uploading and managing insurance documents your organization is authorized to control;
• Using Platform features as part of your normal business operations.

7.2. Prohibited Conduct

You agree not to:

• Submit, upload, or transmit fraudulent, forged, altered, or materially misleading Certificates of Insurance or any other documents;
• Use the Platform to impersonate any person or entity, or misrepresent your affiliation with any organization;
• Attempt to gain unauthorized access to any part of the Platform or the accounts of other users;
• Use automated means (bots, scrapers, crawlers) to access the Platform without our prior written authorization;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
• Interfere with or disrupt the integrity, security, or performance of the Platform;
• Upload or transmit viruses, malware, or other malicious code;
• Use the Platform to violate any applicable law or regulation, including applicable insurance regulations;
• Attempt to circumvent the Platform's security features;
• Use the Platform to send unsolicited commercial communications;
• Sublicense, resell, or transfer your rights to the Platform without our written consent;
• Use the Platform in any manner that could expose Certgio to legal liability.

7.3. Consequences of Prohibited Conduct

Violation of these prohibitions may result in immediate suspension or termination of your account without notice, and may expose you to civil and/or criminal liability. Certgio reserves the right to cooperate with law enforcement in connection with fraudulent or unlawful activity on our Platform.

8.1. Your Ownership

You retain ownership of all documents, data, and other content you upload or submit to the Platform ("User Content"). Certgio does not claim ownership over your User Content.

8.2. License to Certgio

By uploading or submitting User Content to the Platform, you grant Certgio a limited, non-exclusive, worldwide, royalty-free license to access, process, store, display, reproduce, and transmit your User Content solely to:

• Provide the services described in these Terms;
• Operate, maintain, and improve the Platform;
• Comply with legal obligations; and
• Enforce these Terms.

This license terminates when you delete your User Content or close your account, subject to our data retention obligations.

8.3. Your Representations Regarding User Content

You represent and warrant that:

• You own or have the legal right to upload and use all User Content you submit;
• Your User Content does not violate any applicable law, infringe any third-party rights, or contain fraudulent information;
• All Certificates of Insurance and documents you submit are authentic, accurate, and complete to the best of your knowledge.

Warning: Submitting false, forged, or materially misleading insurance certificates or documents through our Platform may constitute fraud under applicable federal and state law, and could expose you to criminal liability. Certgio will cooperate fully with law enforcement investigations involving fraudulent documents.

8.4. AI Processing of Your Content

You acknowledge and consent that Certgio uses AI-powered tools to automatically process, extract data from, and analyze your uploaded documents. AI processing may contain errors. You are responsible for reviewing AI-extracted data for accuracy and correcting any errors.

8.5. Content You Share

When you share a COI or grant access to your documents through the Platform to a third party, you are responsible for ensuring that such sharing is authorized and complies with applicable law and your agreements with your insurers.

8.6. Aggregated and De-Identified Data

Notwithstanding anything to the contrary in these Terms, you grant Certgio a perpetual, irrevocable, royalty-free, worldwide right and license to retain, analyze, and use data derived from your use of the Platform (including but not limited to uploaded Certificates of Insurance and related vendor documents), provided that such data has been anonymized, de-identified, and/or aggregated such that it cannot reasonably be used to identify you, your business, your vendors, or any specific individual. Certgio retains all intellectual property rights in this aggregated and de-identified data and may use it for any lawful business purpose, including but not limited to improving our services, developing new features, conducting analytics, and building industry benchmarks.

9.1. AI Capabilities

Our AI-powered features include automated document data extraction, compliance checking, and anomaly flagging. These features are designed to assist your workflow and should be used as a tool, not as a definitive determination of compliance or coverage.

9.2. AI Limitations and No Warranty

AI-generated analysis and outputs are provided "as is" and are not a substitute for professional insurance, legal, or underwriting advice. Certgio makes no warranty that AI-extracted data is accurate, complete, or error-free. You bear sole responsibility for decisions made in reliance on AI-generated information without independent verification.

9.3. Right to Human Review

Where Certgio's automated systems produce a determination that may significantly affect your interests (such as flagging a COI as non-compliant), you have the right to request a human review of that determination. To request a human review, please contact hello@certgio.com.

9.4. AI and Model Improvement

With your permission as described in our Privacy Policy, anonymized and aggregated data derived from Platform usage may be used to improve our AI models. We will not use your identifiable personal information to train AI models without your express consent.

10.1. Certgio's Intellectual Property

The Platform, Website, and all content, features, software, designs, trademarks, service marks, and proprietary information included therein (excluding User Content) are owned by Certgio or its licensors and are protected by applicable intellectual property laws, including copyright, trademark, and patent laws. Nothing in these Terms grants you any right, title, or interest in Certgio's intellectual property except the limited license expressly set forth herein.

10.2. Feedback

If you submit feedback, suggestions, or ideas about the Platform ("Feedback"), you hereby grant Certgio a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and implement such Feedback without any obligation of compensation or attribution to you.

10.3. Restrictions

You agree not to copy, modify, distribute, sell, sublicense, or create derivative works of any part of the Platform or its content, except as expressly permitted by these Terms or with our prior written consent.

15.1. Exclusion of Indirect Damages

15.2. Cap on Direct Damages

15.3. Essential Basis

15.4. Exceptions

Nothing in these Terms limits Certgio's liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by our negligence; (c) any liability that cannot be excluded or limited under applicable law, including mandatory consumer protection laws; or (d) Certgio's gross negligence or willful misconduct.

17.1. Term

These Terms are effective from the date you first accept them and continue until terminated by either party.

17.2. Termination by You

Cancelling a subscription. You may cancel a paid subscription at any time. Cancelling stops future billing. Your access to the paid features continues until the end of the billing period you have already paid for, and then ends. Fees already paid are not refunded, in whole or in part, for any unused part of a billing period.

Closing your account. You may terminate this agreement at any time by closing your account through your account settings. Closing your account cancels any paid subscription then in effect and ends your access to the Platform immediately, including any time remaining in a paid billing period, because your account data is anonymised on closure. No refund is given for that remaining time. Upon closure, your account identity fields are immediately anonymised, and all other associated account data, including submission records, consent logs, IP addresses, and audit snapshots, is deleted or anonymised as described in Section 11 of our Privacy Policy.

17.3. Termination or Suspension by Certgio

Certgio may suspend or terminate your account and access to the Platform, with or without notice, if:

• You breach these Terms;
• You fail to pay applicable fees;
• We suspect fraudulent or unlawful activity on your account;
• We are required to do so by law or court order;
• We discontinue the Platform (with reasonable prior notice where practicable).

17.4. Effect of Termination

Upon termination: (a) your license to use the Platform immediately terminates; (b) you must cease all use of the Platform; and (c) we may delete your account data in accordance with our data retention policies and applicable law. Certgio is not liable for any loss resulting from termination of your account.

Sections that by their nature should survive termination shall survive, including Sections 10 (Intellectual Property), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), 18 (Governing Law and Dispute Resolution), and 23 (General Provisions).

18.1. Governing Law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by:

• For U.S. users: The laws of the State of Delaware, United States, without regard to conflict of law principles. Notwithstanding the foregoing, applicable U.S. federal law will apply where required.
• For Canadian users: The laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

18.2. Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to contact us at hello@certgio.com to describe your dispute and attempt to resolve it informally. We will make good-faith efforts to resolve the dispute within 30 days of receiving your notice.

18.3. Binding Arbitration (U.S. Users)

For users in the United States, if informal resolution fails, you and Certgio agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by final, binding arbitration administered by the American Arbitration Association (AAA) under its Consumer or Commercial Arbitration Rules, as applicable. The arbitration shall take place in Delaware or by video conference. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Exceptions to Arbitration: Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent imminent harm. Claims that qualify for small claims court may be brought there.

18.4. Class Action Waiver (U.S. Users)

18.5. Arbitration Opt-Out (U.S. Users)

You may opt out of the binding arbitration agreement and class action waiver in Sections 18.3 and 18.4 by sending written notice to hello@certgio.com within 30 days of first accepting these Terms. Your opt-out notice must include your name, address, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in courts located in Delaware as described in Section 18.6.

18.6. Jurisdiction (U.S. Users Who Opt Out; Non-U.S. Users)

For U.S. users who opt out of arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute arising under these Terms.

For Canadian users, you consent to the exclusive jurisdiction of the courts of the Province of Quebec.

18.7. Time Limitation on Claims

Any claim or cause of action arising out of or related to these Terms or the Platform must be filed within one (1) year after the claim arose, or, if shorter, the minimum period permitted by applicable law. Failure to file within this period shall result in the claim being permanently barred.

23.1. Entire Agreement

These Terms, together with the Privacy Policy and any additional terms applicable to specific services or features, constitute the entire agreement between you and Certgio regarding your use of the Platform and supersede all prior agreements, understandings, or representations.

23.2. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

23.3. Waiver

No failure or delay by Certgio in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any provision must be in writing and signed by an authorized representative of Certgio.

23.4. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Certgio may assign these Terms, in whole or in part, in connection with a merger, acquisition, or sale of all or substantially all of its assets, without your consent, provided that we notify you.

23.5. Force Majeure

Certgio shall not be liable for any delay or failure to perform our obligations resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemics, government actions, telecommunications failures, or other force majeure events.

23.6. No Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Certgio. You do not have authority to bind Certgio to any obligation.

23.7. Language

Les parties reconnaissent avoir expressément exigé que la présente entente, ainsi que tous les documents, avis et procédures judiciaires qui s'y rattachent, soient rédigés en anglais. The parties acknowledge having expressly required that this agreement and all related documents, notices, and legal proceedings be drawn up in English.

23.8. Headings

Section headings in these Terms are for convenience only and have no legal effect.