Terms & Conditions

Terms of Use Effective 05/05/2023

The SenditCertified™ service (“Service”), owned and operated by Privacy Data Systems, LLC, a Delaware limited liability company, is provided to you (“Subscriber”) under the terms and conditions of these Terms of Use and any operating rules or policies that may be published by Privacy Data Systems, from time to time. These Terms of Use and any applicable web site policies associated with the Service constitutes the entire agreement between Subscriber and Privacy Data Systems relating to the Service and: (a) supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter; and (b) prevails over any conflicting or additional terms of any quote, order, acknowledgement, or similar communication between the parties. These terms of service cover your use and access of SenditCertified services via a webbrowsers, desktop applications, add-ins, mobile applications, and web services.

Acceptance:

BY CLICKING THE ACCEPT BUTTON AND PROVIDING THE INFORMATION REQUESTED TO ACCESS THE SERVICE, YOU REPRESENT AND AGREE THAT: (i) YOU ARE AT LEAST 18 YEARS OF AGE; (ii) YOU ARE AUTHORIZED TO CONSENT TO THESE TERMS OF USE ON BEHALF OF THE SUBSCRIBER; AND (iii) SUBSCRIBER CONSENTS TO BE LEGALLY BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF SUBSCRIBER DOES NOT AGREE TO ALL OF THE TERMS OF USE, SUBSCRIBER MUST NOT USE THE SERVICE.

You further agree that checking the box and providing the information requested on the web page constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act (“E-Sign”) and the Uniform Electronic Transactions Act (“UETA”) and that you have formed, executed, entered into, accepted the terms of and otherwise authenticated this agreement and acknowledged and agreed that these Terms of Use are an electronic record for purposes of E-Sign, UETA and the Uniform Computer Information Transactions Act and as such are completely valid, has legal effect, are enforceable, and are binding on, and non-refutable by you and/or the entity on whose behalf you are acting.

Description of Service

Privacy Data Systems is providing Subscriber with a license to use the Service (as set forth below) that has the capability to send and receive messages and files via the World Wide Web and on Privacy Data Systems’ own system. Subscriber must: (1) provide all equipment, including a computer and modem necessary to establish a connection to the World Wide Web; (2) provide for their own access to the World Wide Web and pay any telephone service fees associated with such access. In consideration for this Service, Subscriber agrees to: (1) provide certain current, complete, and accurate information about Subscriber as prompted to do so by the Service and (2) maintain and update this information as required to keep it current, complete and accurate. All information requested on original sign up shall be referred to as registration data (“Registration Data”). If any information provided by Subscriber is inaccurate, if Subscriber fails to make any payment as required herein, or if Subscriber cancels its service, Privacy Data Systems reserves the right, in its sole discretion, to immediately terminate these Terms of Use and/or Subscriber’s right to use the Service. In the event of such termination, Privacy Data Systems, in its sole discretion, may or may not delete any file logs or service records. Notwithstanding the above, Subscriber acknowledges, consents and agrees that Privacy Data Systems may access, preserve and disclose Subscriber’s Registration Data and Service Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) subpoena, court order or other lawful process or as mutually agreed upon by the Parties; (b) enforce the STA; (c) respond to claims that any Service Content violates the rights of third parties; (d) respond to Subscriber’s requests for customer service; or (e) protect the rights, property or personal safety of Privacy Data Systems, its subscribers and the public.

License Terms

Subject to these Terms of Use, Privacy Data Systems grants to the Subscriber a non-exclusive, non-transferable, limited license, without right to sublicense, (the “License”) to use the Service. This agreement is for a license of intellectual property and not for the sale of goods (even though some tangible items may be provided) and not governed by the Uniform Commercial Code. “Software” includes the executable computer programs related to the Service. “Documentation” includes any related printed, electronic and online documentation and any other files that may accompany the Software.

Privacy Data Systems retains all intellectual property rights in and to the Software (including but not limited to any source files, executable versions and images, photographs, animations, video, audio, music, text and “applets”, incorporated into the Software), the Documentation and any copies of the Software or Documentation. Subscriber agrees that no title to the Software or Documentation is transferred to it, and that all rights not expressly granted to Subscriber hereunder are reserved by Privacy Data Systems.

The rights and obligations of these Terms of Use are personal rights granted to the Subscriber only. The Subscriber may not transfer or assign any of the rights or obligations granted under these Terms of Use to any other person or legal entity. Except as expressly provided herein, the Service, Software and Documentation shall only be used by Subscriber and its employees (who shall be considered the Subscriber’s users).

Free Trial and Promotional Offerings

Privacy Data Systems provides a one-time 14-day free trial. If you exceed the storage limitations of the free trial account during the trial period, Privacy Data Systems reserves the right to terminate your trial prior to the specified end date. Your free trial may be converted to a paid subscription at any time during or following the 14-day trial period. Privacy Data Systems reserves the right to revoke use of your free trial at any time, if you are using the trial subscription for illegal or unethical reasons without notice.

Files may be sent, received, and stored by the Service during the 14-day trial, and will remain available for 30 days following the end of the trial period. After thirty (30) days, if user does not convert to a paid subscription, all stored files will be automatically and permanently deleted from Privacy Data Systems’ servers.

Privacy Data Systems offers certain trial and/or promotional pricing from time to time. Privacy Data Systems may revoke, discontinue, or adjust promotional offers at our discretion and without notice.

Payment Terms

Subscriber is responsible for making full and timely payment for using the Service. Subscriber shall pay all of Privacy Data Systems’ reasonable fees, costs and expenses (including reasonable attorneys fees) if legal action is required to collect outstanding balances. Privacy Data Systems may, upon fifteen (15) days advance notice and at its expense, conduct an annual audit, during Subscriber’s normal business hours, of Subscriber’s and its users’ use of the Service to verify compliance with these Terms of Use. Subscriber shall provide Privacy Data Systems or an authorized representative with access to records, hardware, users and employees in order to perform the audit.

For a complete description of Privacy Data Systems’ payment terms, please see Privacy Data Systems’ Online Payment Terms and Conditions applicable to this Site, which is incorporated into these Terms of Use by reference.

Service Term

The term of this agreement will begin on the acceptance date by Subscriber and continue for a period of one (1) month or one (1) year (“Initial Service Term”), unless terminated in accordance with these Terms of Use. At the end of the Initial Service Term, unless terminated as provided herein, the term shall automatically renew for additional one (1) month or one (1) year periods (“Renewal Term”) unless a party provides a cancellation notice within the prescribed timeframe prior to the expiration of the current Service Term of its desire to not renew. Written notice of cancellation must be received at least thirty (30) days prior to the expiration of the current Service Term and electronic cancellation notices submitted via the Service’sonline web application must be submitted sixteen (16) days prior to expiration of the current Service Term for annual subscriptions or eight (8) days prior to expiration of the current Service Term for monthly subscriptions. The Initial Service Term and any and all Renewal Terms shall constitute the “Service Term.”

Modifications to Terms of Service

Privacy Data Systems may change the terms and conditions of these Terms of Use, the Privacy Policy, and the Terms and Conditions from time to time. Any change in the Terms of Use shall be posted in the appropriate area of the site. Subscriber’s continued use of the Service constitutes an affirmative: (1) acknowledgment by Subscriber of these Terms of Use and their modifications; and (2) agreement by Subscriber to abide and be bound by the Terms of Use and their modifications.

Modifications to Service

Privacy Data Systems reserves the right to modify or discontinue the Service with or without notice to Subscriber. Privacy Data Systems shall not be liable to Subscriber or any third party should Privacy Data Systems exercise its right to modify or discontinue the Service.

Privacy Policy

For a complete description of Privacy Data Systems’ stance on privacy issues, please see Privacy Data Systems’ Privacy Policy applicable to this Site, which is incorporated into these Terms of Use by reference. By accepting these Terms of Use, you are also consenting to our use of your information in accordance with our Privacy Policy.

Subscriber Account, Password and Security

As a registered Subscriber, you are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities which occur under your account and such use shall be deemed use by Subscriber. You may change your password at any time by following instructions provided by us. Subscriber will ensure that all use of its account by any user fully complies with these Terms of Use. Subscriber agrees to immediately notify Privacy Data Systems of any unauthorized use of Subscriber’s account or any other breach of security known to Subscriber. Transfer of an account by Subscriber to any other person or entity is expressly prohibited. Privacy Data Systems cannot and will not be liable for any loss or damage arising from Subscriber’s failure to comply with this Section.

Disclaimer of Warranties

The customer acknowledges that the use of the service is at their own risk. The service is provided on an “as is” and “as available” basis. Privacy Data Systems, disclaims all warranties, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Privacy Data Systems, does not warrant that the service will meet customer’s requirements or be uninterrupted, timely, secure, or error-free. Nor does Privacy Data Systems, make any warranty as to the results that may be obtained from the use of the service or the accuracy or reliability of any information obtained through the service. The customer agrees that any material and/or data downloaded or obtained through the service is done at their own discretion and risk. Privacy Data Systems, makes no warranty regarding any goods or services purchased or obtained through the service. No advice or information obtained by the customer from Privacy Data Systems, or through the service shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to the customer.

Limitation of Liability

Privacy Data Systems shall not be liable to the Customer, or any third party for any direct, indirect, incidental, special, consequential or punitive damages, resulting from the use or the inability to use the service or for the cost of procurement of substitute goods and services or resulting from any goods or services purchased or obtained or messages received or transactions entered into through the service or resulting from unauthorized disclosure or access to or alteration or loss of the Customer’s transmissions or data, including but not limited to, damages for loss of profits, use, data or other intangibles, whether or not Privacy Data Systems has been advised of the possibility of such damages. In no event, under any circumstances, shall Privacy Data Systems’ liability exceed the lesser of (a) one hundred U.S. dollars ($100.00) or (b) the aggregate amount of fees paid by the Customer to Privacy Data Systems in the prior 12 months leading up to the event giving rise to any such claim. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to the Customer.

No Resale or Commercial Use of the Service

Subscriber agrees not to reproduce, duplicate, copy, modify, adapt, translate, reverse engineer, decompile, disassemble, sell, trade, resell, create derivative works or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. Subscriber may be held legally responsible for any copyright infringement that is caused or incurred by its failure or its users’ failure to abide by these Terms of Use.

Data Storage and other Limitations

Privacy Data Systems assumes no responsibility for the deletion or failure to store data. Subscriber acknowledges that Privacy Data Systems may establish general practices and limits concerning the use of the Service, including without limitation the maximum number of days that email messages, postings or other content will be retained and/or stored by the Service (eventually transferred to our archival system), the maximum per-Subscriber bandwidth, and the maximum size of any email message that may be sent from or received by an account on the Service. Privacy Data Systems may establish additional charges for excessive use of bandwidth and/or storage. Subscriber’s failure to comply with Privacy Data Systems’ general practices may result in additional charges and/or termination of the Service. Subscriber further acknowledges that Privacy Data Systems reserves the right to modify these general practices and limits from time to time in its sole discretion.

Subscriber Conduct

Subscriber is solely responsible for the content of its transmissions and the transmissions of its users through the Service. Subscriber’s use of the Service is subject to all applicable local, state, national and international laws and regulations. Subscriber agrees: (1) to comply with US law regarding the transmission of technical data exported from the United States through the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; (4) to comply with all regulations, policies and procedures of networks connected to the Service; (5) not to manipulate identifiers, such as email headers, to disguise the origin of any content transmitted to or through Privacy Data Systems’ computer systems; (6) not to relay email from a third party’s mail servers without the permission of that third party; and (7) not to use or cause to be used Privacy Data Systems’ computer systems to facilitate the transmission of unsolicited or unauthorized material – this includes any promotional materials, URLs, “junk mail,” “chain letters,” “pyramid schemes,” or any other form of unauthorized solicitation that you may upload, post, email, transmit, or otherwise make available.

NOTICE: Privacy Data Systems utilize servers located in the Amazon Web Services (AWS) cloud. By using our services, you acknowledge and agree that your data may be processed, stored, and transmitted on servers located in the AWS cloud, which may be located in different regions or countries. Privacy Data Systems is not responsible for any changes to AWS’s services, downtime, or data breaches that may occur on AWS servers. You further agree to comply with AWS’s terms of service and acknowledge that any violation of AWS’s terms may result in termination of your access to our services.

Any unauthorized use of Privacy Data Systems’ computer systems is a violation of these Terms of Use and certain federal and state laws, including the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.). Such violations may subject the sender and his or her agents to civil and criminal penalties.

The Service makes use of the Internet to send and receive certain messages; therefore, Subscriber’s conduct is subject to Internet regulations, policies and procedures. Subscriber agrees not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Subscriber further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited. Subscriber shall not interfere with another Subscriber’s use and enjoyment of the Service or another entity’s use and enjoyment of similar services. Privacy Data Systems may, at its sole discretion, immediately terminate Service should Subscriber’s conduct fail to conform to these Terms of Use.

Indemnification

You will indemnify and hold Privacy Data Systems, and its subsidiaries, affiliates, officers, shareholders, employees, agents, printers, contractors, vendors, co-branders, suppliers, internet service providers, and partners harmless from any loss, cost, claim, demand or other harm of any kind, including reasonable attorneys’ fees, due to or arising out of your information, your content, your use of this software and/or website, the use of this software and/or website by any person who uses this software and/or website while logged on under your user name and password, documents created or sent using your user name and password, your default under any provision in this User Agreement, your violation of any laws and your violation of any rights of another person including any unauthorized release of Protected Health Information(“PHI”).

Termination and Refunds

Automatic Termination Upon Expiration: Upon the proper notice as set forth in the Service Term provision, these Terms of Use shall terminate automatically upon expiration of the Service Term.

Termination by User: Subscriber may cancel the Service and these Terms of Use, or change its subscription to a different service level at any time upon at least thirty (30) days prior written noticeor sixteen (16) days for annual or eight (8) days for monthly electronic cancellation notices submitted via the Service’s online web application to Privacy Data Systems. If Subscriber wishes to provide notice of its intent to cancel its subscription for any reason (including, but not limited to, dissatisfaction with the Service, dissatisfaction with Privacy Data Systems or for any other reason), then the Subscriber’s sole and exclusive recourse is to notify Privacy Data Systems of such termination. Upon receipt of such notification, Subscriber’s account will remain active and the Subscriber will retain access to the Service for the remainder of the then current Service Term for which Privacy Data Systems has received payment in full. Subscriber shall not be entitled to any refund whatsoever and Subscriber acknowledges that all sales are final.

Any stored data in a Subscriber’s “SecureVault”, “Inbox” and “Outbox” should be retrieved by Subscriber preceding the end of the paid subscription term. Upon termination, you may request a file of your uploaded data, which Privacy Data Systems may create for you for an additional fee. After thirty (30) days following termination of “Individual” subscription service, or sixty (60) days following termination of “Corporate” or “Enterprise” subscription service, Privacy Data Systems has no obligation to store uploaded data, and all stored files will be fully and permanently destroyed and removed from Privacy Data Systems servers.

Termination by Privacy Data Systems: For paid services, Privacy Data Systems may terminate or disable Subscriber’s License and/or access to the Service at any time if Subscriber violates these Terms of Use or the Privacy Data Systems Privacy Policy. Otherwise, for paid services, Privacy Data Systems may terminate or disable Subscriber’s License and/or access to the Service at any time without cause and for any reason. Termination of paid services without cause under this provision shall entitle the Subscriber to a pro-rated refund of the fees received by Privacy Data Systems for such services by Subscriber. Privacy Data Systems reserves the right to terminate access to the free version of the Privacy Data Systems Service at any time for any reason without penalty. Upon termination or expiration of the Terms of Use or the Service for any reason, Subscriber’s right to use the Service and all related Software immediately ceases. Subscriber shall have no right to receive and Privacy Data Systems will have no obligation thereafter to forward any unread or unsent messages to Subscriber or any third party.

If your subscription is terminated by Privacy Data Systems for any of the reasons above or for lack of payment for services, we may delete stored files on our Servers without further notice.

Notice

All notices to a party shall be in writing and shall be made either via email to support@PrivacyDataSystems.com or conventional mail at the following address: Privacy Data Systems, 517 US Highway 31 N, Suite B, Greenwood, IN 46142. Privacy Data Systems may broadcast notices or messages through the Service to inform Subscriber of changes to the Terms of Use, the Service, or other matters of importance; such broadcasts shall constitute notice to Subscriber.

Proprietary Rights to Content

Subscriber acknowledges and agrees that Privacy Data Systems is the sole and exclusive owner of all right, title and interest in and to all trademarks, copyrights and all other rights in and to all software, computer programs, works of authorship, writings (whether or not copyrightable), inventions (whether or not patentable), discoveries, methods, improvements, processes, ideas, systems, know-how, data, and any other intellectual creations of any nature whatsoever used in the Service. For purposes of clarification, Privacy Data Systems acknowledges and agrees that Subscriber is the sole and exclusive owner of all right, title and interest in and to all of the content of Subscriber’s transmissions and the transmissions of Subscriber’s users through the Service, as well as all data and information stored by Subscriber in its SecureVault during the Service Term (collectively, “Subscriber Content “). The expiration or termination of the Service Term shall not negatively impact such ownership.

Confidentiality

Subscriber acknowledges that Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of Privacy Data Systems and agrees that it will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than disclosure to Subscriber’s authorized employees and agents who are bound to maintain the confidentiality of the Confidential Information. Subscriber shall notify Privacy Data Systems in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. Subscriber shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. Licensee shall return all originals and copies of materials containing Confidential Information upon termination of this agreement for any reason whatsoever. The term “Confidential Information” means any and all of Privacy Data Systems’ trade secrets, confidential and proprietary information and all other information and data of Privacy Data Systems that is not generally known to the public or other third parties who could derive economic value from its use or disclosure, including, but not limited to, the Software. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

Laws

These Terms of Use will be governed by and interpreted in accordance with the laws of Indiana, without giving effect to any principles of conflicts of laws. Customer and Privacy Data Systems agree to submit to the exclusive jurisdiction of the courts located in Indiana. If any provision of these Terms of Use is found to be invalid or unenforceable by a court of competent jurisdiction, such provision will be limited or eliminated to the minimum extent necessary and the remaining provisions will continue in full force and effect. Privacy Data Systems’ failure to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision. Customer and Privacy Data Systems agree that any claim or cause of action arising out of or related to the use of the Service must be filed within one year after such claim or cause of action arose, otherwise, such claim or cause of action will be permanently barred. The headings and titles in these Terms of Use are for convenience only and have no legal or contractual effect.

Any legal action or proceeding concerning this agreement shall be brought exclusively in the federal or state courts located in Johnson County, Indiana, and the parties hereby consent to the personal jurisdiction of such courts.

Arbitration

Any dispute, claim or controversy arising out of these Terms of Use will be resolved through binding arbitration in Johnson County, Indiana, in accordance with the rules of the American Arbitration Association. The party initiating the arbitration shall provide written notice to the other party specifying the issues to be arbitrated. The arbitration award may be entered as a final judgment or order in any court of competent jurisdiction and enforced accordingly. However, the affected party shall have the right to seek injunctive or equitable relief in a court of competent jurisdiction. The allocation of all costs and expenses, including reasonable attorney fees, shall be determined by the arbitrator.

Special Admonitions for International Use

Recognizing the global nature of the Internet, Subscriber agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Subscriber agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Privacy Data Systems adheres to the European Union Safe Harbor principles as set forth by the United States Department of Commerce regarding the collection, use and retention of personal information covered by the Privacy Policy from the European Union.

No Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneficiaries to this agreement.

Miscellaneous

The waiver of any breach of these Terms of Use by Privacy Data Systems shall not constitute a continuing waiver or a waiver of any subsequent breach of these Terms of Use. If any term or provision of these Terms of Use shall be held invalid or unenforceable, the remainder of these Terms of Use will not be affected and each such term or provision of these Terms of Use shall continue to be valid, binding and enforceable to the fullest extent permitted by law, except to the extent that such unenforceability may deprive a party of the benefits reasonably expected by that party as an inducement to enter into or to renew these Terms of Use. Neither party shall be in default by reason of any failure in performance of these Terms of Use if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, U.S. or foreign governmental acts in either a sovereign or contractual capacity, labor, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes.

BY ACCEPTING THESE TERMS OF USE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.