CertiSync Terms of Use (Master Services Agreement)
Effective date: May 25, 2015
Last updated: October 1, 2025
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
BY ACCEPTING THIS AGREEMENT (E.G., BY CLICKING ACCEPT OR EXECUTING AN ORDER FORM THAT REFERENCES IT), YOU AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES. IF YOU DO NOT AGREE OR LACK AUTHORITY, DO NOT USE THE SERVICES.
You may not access the Services if you are our direct competitor, except with our prior written consent. You may not access the Services for benchmarking or competitive purposes.
1. Definitions
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of voting interests.
“Agreement” means this Master Subscription Agreement (Terms of Use).
“Beta Services” means features or services identified as alpha, beta, preview, or otherwise not generally available.
“Content” means information we obtain from licensors or public sources and provide to you under an Order Form.
“Documentation” means our online help, user guides, and policies for the Services, as updated.
“Malicious Code” means viruses, malware, time bombs, worms, or similar harmful code.
“Order Form” means any ordering document (including addenda) executed by you and us referencing these Terms.
“Purchased Services” means Services you or your Affiliates purchase under an Order Form.
“Services” means our web-based applications and platform, including InsuraSync®, VendorSync®, and ServiceSync®, provided via https://www.certisync.com or other designated sites and APIs, including associated offline components but excluding Third-Party Applications.
“Third-Party Applications” means online applications, integrations, or software provided by third parties that interoperate with the Services.
“User Guide” means the online user guide for the Services.
“Users” means individuals you authorize to use the Services and for whom subscriptions have been purchased (e.g., employees, consultants, contractors, agents, and third parties with whom you transact business).
“We,” “Us,” or “Our” means CertiSync International Incorporated (and/or the contracting CertiSync entity identified on the Order Form).
“You” or “Your” means the customer entity accepting this Agreement (and its Affiliates using the Services under this Agreement).
“Your Data” means electronic data you submit to the Services.
2. Purchased Services
2.1 Provision. We will make the Purchased Services available during the subscription term pursuant to this Agreement and applicable Order Forms. Your purchases are not contingent on delivery of future functionality or public comments about such functionality.
2.2 Subscriptions. Unless otherwise stated on the Order Form, subscriptions are portfolio-based licenses administered by you and are not transferable to unrelated third parties.
3. Our Responsibilities
3.1 Availability & Support. We will (a) make the Services and Content available pursuant to this Agreement and Order Forms; (b) provide standard support at no additional charge and upgraded support if purchased; and (c) use commercially reasonable efforts to make the online Services available 24×7, except for (i) planned maintenance (we will give at least 8 hours’ electronic notice and schedule, where practical, during weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Eastern Time), and (ii) events beyond our reasonable control (force majeure).
3.2 Protection of Your Data. We maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Your Data as described in the Documentation. Our personnel will access Your Data only to provide the Services, prevent or address service or technical issues, or as required by law (see §7.4), or as you expressly permit in writing.
3.3 Personnel. We are responsible for our personnel and their compliance with our obligations.
3.4 Your Responsibilities. You (i) are responsible for Users’ compliance; (ii) are solely responsible for the accuracy, quality, and legality of Your Data and how you obtained it; (iii) will use commercially reasonable efforts to prevent unauthorized access and promptly notify us of any such access; and (iv) will use the Services only per the User Guide and applicable laws (including privacy and anti-spam laws). You will not (a) make the Services available to anyone other than Users; (b) sell, resell, rent, or lease the Services; (c) store/transmit infringing, unlawful, or tortious material, or material violating privacy rights; (d) store/transmit Malicious Code; (e) interfere with Service integrity or performance; or (f) attempt unauthorized access to the Services or related systems.
3.5 Usage Limits. Services may have limits (e.g., storage, API calls, page views). Limits appear in the User Guide or Order Form. The Services may present real-time information to help monitor compliance with limits.
4. Third-Party Applications
4.1 Acquisition. Third-Party Applications and related services are between you and the third-party provider. We do not warrant or support Third-Party Applications unless expressly stated in an Order Form.
4.2 Interoperation. If you enable a Third-Party Application, you grant us permission to allow that provider to access Your Data as required for interoperation. We are not responsible for any disclosure, modification, or deletion of Your Data by a Third-Party Application.
5. Fees and Payment
5.1 Fees. You will pay all fees specified in Order Forms. Unless stated otherwise: (i) fees are in Canadian dollars; (ii) fees are based on Services purchased, not actual usage; (iii) payment obligations are non-cancelable and fees non-refundable; and (iv) subscriptions cannot be reduced during the term.
5.2 Invoicing & Payment. You will provide valid payment details (e.g., credit card, PO). If you provide a credit card, you authorize charges for Services in the Order Form and renewals. We invoice renewals at least 30 days before expiry; invoices are due net 30 unless stated otherwise. You are responsible for keeping billing and contact information current.
5.3 Overdue Charges. Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law), and we may require shorter future payment terms.
5.4 Suspension & Acceleration. If any amount is 30+ days overdue (excluding good-faith disputes under §5.5), we may accelerate unpaid obligations and suspend Services until paid. A reactivation fee may apply.
5.5 Disputes. We will not suspend while charges are under a reasonable, good-faith dispute and you cooperate to resolve it.
5.6 Taxes. Fees exclude taxes. You are responsible for applicable taxes (excluding our income, property, and employee taxes). If we are legally required to collect taxes, we will invoice you unless you provide a valid exemption.
6. Proprietary Rights
6.1 Reservation. We (and our licensors) own all rights in the Services. No rights are granted except as expressly set forth.
6.2 Restrictions. You will not (i) permit third-party access except as allowed here or in an Order Form; (ii) create derivative works of the Services; (iii) copy/frame/mirror Service content other than for your internal business purposes; (iv) reverse-engineer the Services; or (v) access the Services to build a competitive product or copy features or UI.
6.3 Your Data. You own Your Data.
6.4 Feedback. We may use feedback without restriction or obligation.
7. Confidentiality & Data Location
7.1 Confidential Information. “Confidential Information” means non-public information disclosed by a party, designated as confidential or that reasonably should be understood as confidential. Your Confidential Information includes Your Data; our Confidential Information includes the Services and terms of this Agreement and Order Forms. Exceptions apply for information that is publicly known, previously known, independently developed, or rightfully received from a third party without duty of confidentiality.
7.2 Protection. The receiving party will use at least reasonable care to protect the disclosing party’s Confidential Information and will limit access to personnel/contractors with a need to know and written confidentiality obligations.
7.3 Data Hosting. Production systems for InsuraSync, VendorSync, and ServiceSync are hosted in Canada. We do not share Your Data with brokers unless you instruct us to do so in writing (e.g., to collaborate with a tenant’s broker).
7.4 Compelled Disclosure. If legally compelled to disclose Confidential Information, the receiving party will, where lawful, provide prior notice and reasonable assistance at the disclosing party’s cost.
8. Warranties; Disclaimers
8.1 Our Warranties. The Services will perform materially in accordance with the User Guide, and we will not materially decrease functionality during a subscription term.
8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL IMPLIED WARRANTIES (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT) TO THE MAXIMUM EXTENT PERMITTED BY LAW. BETA SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY OR SLA.
9. Mutual Indemnification
9.1 By Us. We will defend you from third-party claims alleging that your authorized use of the Services infringes intellectual property rights, and pay damages/fees finally awarded or approved in settlement, provided you (a) promptly notify us; (b) grant us sole control; and (c) provide reasonable assistance. If infringement is alleged, we may procure rights, modify, replace, or terminate impacted Services and refund prepaid fees for the terminated portion.
9.2 By You. You will defend us from third-party claims alleging that Your Data or your use of the Services in violation of this Agreement infringes rights or violates law, and pay damages/fees finally awarded, subject to notice, control, and assistance conditions similar to §9.1.
9.3 Exclusive Remedy. This Section provides the parties’ exclusive remedies for the claims described.
10. Limitation of Liability
10.1 Cap. EXCEPT FOR YOUR PAYMENT OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR CAD $250,000, WHICHEVER IS LOWER.
10.2 Exclusion. NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS/REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. THESE EXCLUSIONS DO NOT APPLY WHERE PROHIBITED BY LAW.
10.3 Optional Carve-outs (use if required by customer contracts). The cap in §10.1 does not apply to (i) a party’s indemnification obligations for third-party IP claims, (ii) breach of §7 (Confidentiality) due to willful misconduct, or (iii) a party’s gross negligence or willful misconduct.
11. Term; Termination; Data Return
11.1 Term. This Agreement starts on acceptance and continues until all subscriptions expire or are terminated.
11.2 Subscription Term; Renewal. Each subscription starts on the Order Form start date and continues for the stated term. Unless otherwise specified, subscriptions renew for successive periods equal to the expiring term or one year (whichever is shorter) unless either party gives at least 30 days’ notice of non-renewal before the end of the then-current term.
11.3 Termination by Us. We may terminate for material breach not cured within 30 days’ notice, or if we become subject to insolvency proceedings.
11.4 Termination by You (for any reason)
You may terminate this Agreement or any active subscription for any reason by providing thirty (30) days’ prior written notice to CertiSync International Incorporated from an authorized representative of your organization.
Termination will take effect at the end of the notice period unless a later effective date is specified in the notice.
All fees due up to the effective termination date remain payable, and—unless otherwise agreed in writing—any prepaid fees for unused portions of the subscription term are non-refundable.
You may re-subscribe to the Services at any time thereafter, subject to then-current pricing, terms, and a one-time administrative reactivation fee.
11.5 Fees on Termination. Except where this Agreement expressly provides otherwise, fees are non-refundable; any unpaid fees for the remaining term become due upon termination for your breach.
11.6 Data Return & Deletion. Upon request within 30 days after termination/expiry of a subscription, we will make available a machine-readable export of Your Data (e.g., CSV/JSON with attachments in native formats; where applicable, email data as .mbox) via secure download. After 30 days, we have no obligation to maintain or provide Your Data and will delete it from active systems unless legally prohibited (deletion from backups occurs per our standard cycles).
11.7 Survival. Sections 5–7, 8.2, 9–12, and 13 survive termination.
12. Notices; Governing Law; Venue; Jury Trial Waiver
12.1 Notices. Except as otherwise specified, notices must be in writing and are deemed given (i) upon personal delivery; (ii) two business days after mailing; (iii) two business days after confirmed fax; or (iv) one business day after email (email is insufficient for notices of indemnifiable claims). Billing and administrative notices are sent to your designated contacts.
12.2 Governing Law; Venue. This Agreement is governed by the laws of the Province of Ontario and applicable federal laws of Canada, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.
12.3 Jury Trial Waiver. Each party waives any right to a jury trial in any action related to this Agreement.
13. General
13.1 Relationship. The parties are independent contractors.
13.2 No Third-Party Beneficiaries. There are no third-party beneficiaries.
13.3 Waiver; Remedies. No delay or failure to exercise a right is a waiver. Remedies are cumulative unless stated otherwise.
13.4 Severability. If any provision is unenforceable, it will be modified to achieve the parties’ intent to the maximum extent permitted; the remainder remains in effect.
13.5 Collection Costs. You will pay reasonable costs we incur to collect overdue amounts under §5.2 after your breach.
13.6 Assignment. Neither party may assign without the other’s consent, except to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets, provided the assignee is not a direct competitor of the non-assigning party. Any prohibited assignment is void. In the event of a permitted assignment by you following our merger/acquisition by your direct competitor, you may terminate upon notice and we will refund prepaid fees for the unused term.
13.7 Entire Agreement; Order of Precedence. This Agreement (including Order Forms, exhibits, and addenda) is the entire agreement and supersedes prior agreements regarding the Services. No modification is effective unless in writing and signed or accepted electronically by the party to be bound. In case of conflict, an Order Form or addendum prevails over this Agreement. Your purchase orders or other terms (other than an Order Form) do not modify this Agreement.
14. Changes to These Terms
We may update these Terms from time to time. Material changes (e.g., changes to fees, data use, liability caps, or data location) will be notified to your designated Admin by email and/or through the Service at least 30 days before they take effect. If you continue using the Services after the effective date, the updated Terms apply. If you do not agree to material changes, you may provide notice of non-renewal per §11.2.
Product-Specific Notes (for clarity; not a limitation)
InsuraSync® (tenant insurance compliance): COI intake, validation against lease requirements, broker/tenant collaboration, reporting, and audit exports. Unless you instruct otherwise in writing, we do not share Your Data with brokers; collaboration workflows disclose only what’s necessary to resolve compliance.
VendorSync® (vendor compliance): collection/validation of COIs, WSIB/WCB, licenses, and endorsements; vendor onboarding status.
ServiceSync® (service requests): intake, triage, routing, and status tracking; artifacts stored with portfolio records.
APIs, rate limits, storage, and retention are documented in the User Guide and may be updated from time to time.