1. ACCESS AND LICENSE

1.1. Access to the Certif‑i Platform  Alpha CCO hereby grants User a non-exclusive, without any grant of right to sublicense, non-transferable right to access and use the Certif‑i Platform.

1.2. No Other Rights Granted.  No license under any software, patent, copyrights, trade-mark, trade secret or any other intellectual property right, express or implied, are granted by Alpha CCO to User, all such rights being reserved by Alpha CCO. It is hereby acknowledged and agreed that User shall not obtain title to the Certif‑i Platform. All proprietary rights in or related to the Certif‑i Platform are and will remain the exclusive property of Alpha CCO.

1.3. Modification or Discontinuance of Features.  Alpha CCO reserves the right at any time, from time to time or without notice, to add, improve or modify, temporarily or permanently, any feature associated with the Certif‑i Platform or to the Services. Continued use of Certif‑i Platform or the Services following any such modification constitutes User’s acceptance of the modification or discontinuance. Alpha CCO reserves the right to discontinue any feature associated with the Certif‑i Platform or the Services and will send a reasonable advance notice to User should a modification made by Alpha‑CCO result in one or more feature(s) being terminated or discontinued. Alpha CCO may also terminate, suspend or cease to offer the access to the Certif‑i Platform, provided that at least 6 months’ prior notice of termination has been given to User (except upon the occurrence of an Event of Default, as further defined under the Certfi‑i Platform User Agreement).

1.4. User Data Ownership.  User will retain ownership of the User Data.

1.5. Access to User Data.  Alpha CCO shall not use, share or access User Data unless prior consent is provided by User to facilitate use of the Certif‑i Platform by such User, except as otherwise permitted under this agreement or if so required by law. However, Alpha CCO is authorized to perform updates to the Certif‑i Platform, correct any defects or errors that affect the Certif‑i Platform, and complete the initial without obtaining the User’s prior consent.

1.6. Individual Accounts.  Alpha CCO will allow the User to access and use the Certif‑i Platform, to create individual user accounts, provided that User has paid the access fees. The User is solely liable for (i) the degree of strength of the passwords used in association with the individual accounts, (ii) maintaining the confidentiality of all passwords and (iii) ensuring that each password is used only by the authorized user. Furthermore, User is solely liable for any and all activities that occur under all of the User's individual accounts and the contents of its transmissions through the Certif‑i Platform. Alpha CCO strongly encourages its clients to activate the two-factor authentication in order to add an extra layer of security.

1.7. Data Transfer.  By using the services, the User consents to the storage of User Data in Canada. In permitting the transfer of data through the Certif‑i Platform, Alpha CCO will use industry standard encryption systems.

1.8. Data Accuracy.  Alpha CCO shall have no liability for the accuracy of the data generated by the User through the Certif‑i Platform, including without limitation User Data and any other data uploaded by the User.

1.9. Storage and Bandwidth Usage.  Alpha CCO reserves the right at all times to establish a maximum amount of memory or other computer storage and a maximum amount of User Data that User may store, post or transmit on or through the Certif‑i Platform in the future. Alpha CCO may similarly impose reasonable limitations on bandwidth usage for the Services.

1.10. Compliance with Applicable Laws and regulations.  User is liable for compliance with all obligations imposed by any applicable law pertaining to protection of personal information and anti-spam legislation (including regarding the consents from different individuals and entities, when appropriate), and any implementing or amending legislation related thereto as may be enacted from time to time.

1.11. Data Retention and Export.  Alpha CCO will retain the User Data for a period of one year after expiration or termination of this Agreement. At any time before the end of such period, User may perform a mass export of its User Data in Microsoft Excel™ format. After the end of the foregoing retention period, Alpha CCO may delete and destroy all User Data, without further liability or obligation. User acknowledges that User Data cannot be recovered once it has been permanently deleted. Except in case of gross negligence or wilful misconduct by Alpha CCO, Alpha CCO has no liability for any loss or damage with respect to the User Data.

1.12.Third party contractors.  Alpha CCO may use third party contractors or providers of services, including, without limitation, to provide the necessary hardware, software, networking, storage and related technology required to perform the Services. Before doing so, Alpha CCO conducts a due diligence and satisfies itself that the service provider maintains robust privacy and security protections.

2. RESTRICTIONS

2.1. share any user account or password to access Certif‑i Platform;
2.2. access or try to gain access to the source code of the Certif‑i Platform, reverse engineer, decompile, disassemble, copy, reproduce the Certif‑i Platform;
2.3. rent, lease, distribute, sell, assign, or otherwise transfer rights to the Certif‑i Platform or this agreement;
2.4. otherwise use the Certif‑i Platform except as expressly permitted;
2.5. share, copy, transfer or otherwise distribute any part of the Certif‑i Compliance Catalog the User accessed to with any third party.

3. LIMITATION OF LIABILITY AND INDEMNIFICATION

3.1. Indemnification.  User undertakes to indemnify and to hold Alpha CCO and its successors, assigns, employees, directors, officers, shareholders and representatives harmless against any and all Claims, including third party Claims arising out of and in connection with (i) the breach of any User’s obligations hereunder, (ii) any User’s misrepresentations hereunder, (iii) use of or access to the Certif‑i Platform or any portion thereof by any person, (iv) the negligence of User or its shareholders, officers, directors, employees, and/or representatives, and (v) any Services performed by Alpha CCO based on the instructions of User.

3.2. Limitation of Liability.  The Certif‑i Platform is provided “as is” and “as available”, with all defects and errors, if any. Alpha CCO makes no representations and no warranties of any kind, express or implied, including, but not limited to, any representations or warranties of performance, merchantability or fitness for any particular purpose, with respect to the Certif‑i Platform.

3.3. Other Limitations. Except as otherwise provided for in User’s Platform User Agreement, to the maximum extent permitted by applicable law, Alpha CCO will not be liable for:
3.3.1 any damages arising from or related to a breach of this Agreement by the User, or the operation or the use of the Certif‑i Platform or Services by the User;
3.3.2 any system from which the Certif‑i Platform is accessed or for any content managed through the Certif‑i Platform, including, without limitation, the User Data;
3.3.3 any defects or errors in the functionalities available in the Certif‑i Platform or any error made by Alpha CCO in parameterizing for the User the schedulers, reminders, certificates, alerts, recipients, electronic signatures, documents, registers, or any functions made available in the Certif‑i Platform;
3.3.4 any damage that could arise if Alpha CCO ceases to offer its services unless Alpha CCO failed or neglected to give to User a prior notice of termination (except upon the occurrence of an Event of Default, as further defined under the Platform User Agreement);
3.3.5 any electronic communication sent through the Certif‑i Platform, including any failure or problem between User, the respondents and the Certif‑i Platform.
In addition, Alpha CCO’s liability for any damages under this agreement shall in no circumstances exceed an amount equivalent to the annual Access Fees payable by the User, except if Alpha CCO’s gross negligence or intentional fault is the cause of the damage.

3.4. User-made Loss of User Data.  Notwithstanding anything contained herein, Alpha CCO assumes no liability whatsoever for User-made access, sharing, distribution, deletion, destruction, loss, infringement or failure pertaining to User Data.