Terms of Service. 

By signing up for a Gutenberg Certs Account (as defined in section 1 below) or by using any Gutenberg Certs Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us” and “Gutenberg Certs” means the applicable Gutenberg Certs Contracting Party (as defined in section 2 below).

The services offered by Gutenberg Certs under the Terms of Service include various products and services to help you buy digital certificates, services or other digital assets offered by Gutenberg Certs. Any such services offered by Gutenberg Certs are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service.

Gutenberg Certs reserves the right to update and change the Terms of Service by posting updates and changes to the Gutenberg Certs website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you, and if you do not accept such amendments, you must cease using the Services.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, before you may sign up for an Account or use any Gutenberg Certs Service.

Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using Gutenberg Certs or any Gutenberg Certs services, you are agreeing to these terms. Be sure to occasionally check back for updates.

 

1. Account Terms

  1. To access and use the Services, you must register for a Gutenberg Certs account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Gutenberg Certs may reject your request for an Account, a Certificate, a Template, or cancel an existing Account, for any reason, in our sole discretion.

  2. You must be the older of: 18 years, or at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account. You can purchase and receive a digital certificate for a minor, as you will be given the opportunity to enter the minor’s name.

  3. You confirm that you are receiving any Services provided by Gutenberg Certs for the purposes of your own, and on your own behalf.

  4. As a digital certificate (cert) issuer you confirm that you have the full rights to insert any logo, insignia, issuer name, instructor, issuer or signature on the cert template, as well as on the resulting individual certs, and you firmly declare that Gutenberg Certs will not be held liable for any approval required, or misuse of such.

  5. You acknowledge that Gutenberg Certs will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.

  6. You are responsible for keeping your password secure. Gutenberg Certs cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

  7. You are responsible for all activity and content such as logos, crests, signatures, certs, photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).

  8. A breach or violation of any term in the Terms of Service as determined in the sole discretion of Gutenberg Certs may result in an immediate termination of your Services.

You are responsible for your Account and any Materials you upload to the Gutenberg Certs Service. Remember that if you violate these terms we may cancel your service.

If we need to reach you, we will send you an email.

 

2. Account Activation

2.1. Receiver or Issuer

  1. Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Receiver” or “Issuer”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Receiver in connection with the Service.

  2. If you are signing up for the Services on behalf of your employer, your employer shall be the Certificate Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

  3. Your Gutenberg Certs Issuer Account can only be associated with one Issuer. An issuer may have multiple certs.

  4. As an issuer, based on your Gutenberg Certs pricing plan, you can create one cert templates allowing other people to access the template.

  5. The Issuer is responsible and liable for the acts, omissions and defaults arising from use of Accounts in the performance of obligations under these Terms of Service as if they were the own acts, omissions or defaults.

  6. As a receiver, you assume and solemnly declare that the details on the received cert represents accurate data. In the case that is not the case, contact us immediately and we will revoke the cert, and we might issue another cert, cert you will need to purchase from the Gutenberg Certs site.

 

3. General Conditions

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service before you may become a Gutenberg Certs User.

  1. Technical support in respect of the Services is only provided to Gutenberg Certs Users.

  2. The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

  3. You acknowledge and agree that a Gutenberg Certs may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Gutenberg Certs’ website, and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Gutenberg Certs’ website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

  4. You may not use the Gutenberg Certs Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.

  5. The Gutenberg Certs API License and Terms of Use govern your access to and use of the Gutenberg Certs API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials and for keeping your API Credentials secure.

  6. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Gutenberg Certs.

  7. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Gutenberg Certs or Gutenberg Certs trademarks and/or variations and misspellings thereof.

  8. Questions about the Terms of Service should be sent to Gutenberg Certs support.

  9. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

  10. The Services allow you to send certain communications to your customers by short message service (SMS) messaging (for example, sending order confirmation notifications via SMS) (the "SMS Services"). You will only use the SMS Services in compliance with these Terms of Service, Nexmo Inc., and the laws of the jurisdiction from which you send messages, and in which your messages are received.

  11. You acknowledge and agree that your use of the Services, including information transmitted to or stored by Gutenberg Certs, is governed by its privacy policy.

  12. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Gutenberg Certs’ Terms of Service available in another language, the most current English version of the Terms of Service on the Gutenberg Certs web site will prevail.

  13. All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Gutenberg Certs shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Gutenberg Certs’ prior written consent, to be given or withheld in Gutenberg Certs’ sole discretion.

  14. If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

  15. The Gutenberg Certs Service belongs to us. You are not allowed to rip it off or use it for any illegal or sketchy purpose. If you or your employees or contractors use Gutenberg Certs’ APIs, you will comply with our API terms.

Your Materials may be transferred unencrypted and may be altered, but credit card information is always encrypted.

 

4. Gutenberg Certs Contracting Party

 

If the billing address of your Account is located in the United States or Canada, this Section 4(1) applies to you:

a. “Gutenberg Certs Contracting Party” means Gutenberg Certs Corp., a Canadian corporation.

b. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

If a dispute arises you may bring an action in the Province of Ontario (Canada).

5. Gutenberg Certs Rights

  1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

  2. We reserve the right to refuse service to anyone for any reason at any time.

  3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Gutenberg Certs’ site, or the Materials uploaded or posted, violate our Acceptable Use Policy or these Terms of Service.

  4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Gutenberg Certs customer, Gutenberg Certs employee, member, or officer will result in immediate Account termination.

  5. Gutenberg Certs does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service.

  6. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Gutenberg Certs employees and contractors may also be Gutenberg Certs customers/issuers/receivers and that they may compete with you, although they may not use your Confidential Information in doing so.

  7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your driver’s license, business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.

  8. Gutenberg Certs retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Issuer or Receiver. If we are unable to reasonably determine the rightful Issuer or Receiver, without prejudice to our other rights and remedies, Gutenberg Certs reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

We can modify, cancel or refuse the service at anytime.

In the event of an ownership dispute over a Gutenberg Certs account, we can freeze the account or transfer it to the rightful owner, as determined by us.

 

6. Confidentiality

  1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, issuers or receivers lists, prospective issuers or receivers lists, names, addresses and other information regarding customers and prospective customers, certs designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Gutenberg Certs’ Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

  2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

Both you and Gutenberg Certs agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.

 

7. Limitation of Liability

  1. You expressly understand and agree that, to the extent permitted by applicable laws, Gutenberg Certs shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, reputation, misuse of identity, inappropriate use of Materials,  goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.

  2. To the extent permitted by applicable laws, in no event shall Gutenberg Certs or our issuers or receivers shall be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Gutenberg Certs partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

  3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

  4. Gutenberg Certs does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

  5. Gutenberg Certs does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

  6. Gutenberg Certs does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

We are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued.

Service is “as is” so it may have errors or interruptions and we provide no warranties and our liability is limited.

 

8. Waiver and Complete Agreement

The failure of Gutenberg Certs to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Gutenberg Certs and govern your use of the Services and your Account, superseding any prior agreements between you and Gutenberg Certs (including, but not limited to, any prior versions of the Terms of Service).

If Gutenberg Certs chooses not to enforce any of these provisions at any time, it does not mean that we give up that right later.

These Terms of Service make up the agreement that applies to you. This means that any previous agreements between you and Gutenberg Certs don’t apply if they conflict with these terms.

 

9. Intellectual Property and Customer Content

  1. We do not claim any intellectual property rights over the Materials you provide to the Gutenberg Certs Service. All copyrighted Materials you upload remain yours.

  2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your; (b) to allow Gutenberg Certs to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that a Gutenberg Certs can, at any time, review and delete all the Materials submitted to its Service, although a Gutenberg Certs is not obligated to do so.

  3. You retain ownership over all Materials that you upload to the Gutenberg Certs; however, by making your cert public, you agree to allow others to view Materials that you post publicly to your cert. You are responsible for compliance of the Materials with any applicable laws or regulations.

  4. Gutenberg Certs shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your cert to promote the Service.

Anything you upload remains yours and is your responsibility.

 

10. Cert Templates

  1. You may establish the appearance of your Cert Template with a design template from Gutenberg Certs Templates (“a Template”). You are not permitted to transfer or sell a Template to any other person’s or elsewhere. Multiple Cert require multiple downloads and each download is subject to the applicable fee. Gutenberg Certs gives no assurance that a Template will remain available for additional downloads.

  2. Gutenberg Certs may add or modify the footer in a Template that refers to Gutenberg Certs at its discretion. Gutenberg Certs may modify the Template where it contains, in our sole discretion, an element that violates the Gutenberg Certs Terms or other provisions of the Terms of Service, even if you received the Template in that condition. Gutenberg Certs may modify the Template to reflect technical changes and updates as required.

  3. The intellectual property rights of the Template remain the property of the designer. If you exceed the rights granted by your purchase of a Template, the designer may take legal action against you, and, without prejudice to our other rights or remedies, Gutenberg Certs may take administrative action such as modifying your Template or removing your Template.

You can submit details for a template, such as logos, images, signatures, or any other Materials. Respect the designers, owners of those Materials. For Tempalte-related problems, contact the Gutenberg Certs’ support. Note that Tempaltes may disappear over time and are subject to change.

11. Payment of Fees

  1. You will pay the Fees applicable to your subscription to Online Service (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your account when using all payment providers other than Gutenberg Certs Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as Gutenberg Certs Payments, Templates, or Gutenberg Certs Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.

  2. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Gutenberg Certs will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Gutenberg Certs will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

  3. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged at Gutenberg Certs’ discretion, usually when purchasing a cert. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Recipient or Issuer via the email provided. Users have maximum two weeks to bring up and settle any issues with the billing of Transaction Fees or Subscription Fees.

  4. If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Gutenberg Certs reserves the right to terminate your Account.

  5. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Sales Tax under the Goods and Services Tax Act, Chapter 117A of Singapore, MwSt, TVA), harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

  6. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Gutenberg Certs’ products and services. To the extent that Gutenberg Certs charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. We do not apply any Tax exemptions for any of the Services offered.

  7. For the avoidance of doubt, all sums payable by you to Gutenberg Certs under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Gutenberg Certs to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Gutenberg Certs shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

  8. You must maintain an accurate location in the administration menu of your Account. If you change jurisdictions you must promptly update your location in the administration menu.

  9. Gutenberg Certs does not provide refunds.  

A valid payment method (like a credit card) is required for all purchases. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method. If we are not able to process payment of Fees using your payment method, we will try again in 3 days. If we are unable to process payment of Fees on the second attempt, we will make a third and final attempt three days later. If payment of Fees is unsuccessful after three attempts, Gutenberg Certs may freeze your account and/or not generate any cert. You may be required to remit Taxes to Gutenberg Certs or to self-remit to your local taxing authority. No refunds.

12. Cancellation and Termination

  1. You may cancel your Account and terminate the Terms of Service at any time by contacting support at Gutenberg Certs and then following the specific instructions indicated to you in Gutenberg Certs’ response.

  2. Upon termination of the Services by either party for any reason:

    1. Gutenberg Certs will cease providing you with the Services and you will no longer be able to access your Account;

    2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

    3. any outstanding balance owed to Gutenberg Certs for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

    4. your cert template and/or you account will be taken offline.

  3. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

  4. We reserve the right to modify or terminate the Gutenberg Certs Service, the Terms of Service and/or your Account for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

  5. Fraud: Without limiting any other remedies, Gutenberg Certs may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

To initiate a termination contact support at Gutenberg Certs. Gutenberg Certs will respond with specific information regarding the termination process for your account. Once termination is confirmed.

We may change or terminate your account at any time. Any fraud and we will suspend or terminate your account.

 

13. Modifications to the Service and Prices

  1. Prices for using the Services are subject to change upon 30 days’ notice from Gutenberg Certs. Such notice may be provided at any time by sending the changes via notifications (emails, web site, etc).

  2. Gutenberg Certs reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice.

  3. Gutenberg Certs shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

We may change or discontinue the service at anytime, without liability.

 

14. Privacy & Data Protection

 

Gutenberg Certs is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Gutenberg Certs’ collection, usage and disclosure of this personal information is governed by our Privacy Policy.

Gutenberg Certs works with a variety of third parties and service providers to help provide you with our Services and we may share personal information with them to support these efforts.

We may also share your information in the following circumstances:

 

  1. to prevent, investigate, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Terms of Service or any other agreement related to the Services, or as otherwise required by law.

  2. to help us conduct marketing and/or advertising campaigns.

  3. to conform to legal requirements, or to respond to lawful court orders, subpoenas, warrants, or other requests by public authorities (including to meet national security or law enforcement requirements).

  4. how long we retain your Personal Data depends on the type of data and the purpose for which we process the data. We will retain your Personal Information for the period necessary to fulfill the purposes outlined in this Privacy Notice unless a longer retention period is required or permitted by law.

Personal information may also be shared with a company that acquires our business, whether through merger, acquisition, bankruptcy, dissolution, reorganization, or other similar transaction or proceeding. If this happens, we will post a notice on our home page.

Gutenberg Certs will always ask for your consent before sharing your personal information with third parties for purposes other than those described above.

Gutenberg Certs is responsible for all onward transfers of personal information to third parties in accordance with the EU-U.S. Privacy Shield Framework, the Swiss-U.S. Privacy Shield Framework, and Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA).

Gutenberg Certs’ use and collection of personal information is governed by our Privacy Policy.

 

Gutenberg Certs Corp.
439 University Avenue, 5th Floor, Toronto, Ontario, M5G 1Y8, Canada.

 

Last updated on: 1st of February, 2020