Terms of service

These Terms of Service ("Terms") govern your access to and use of ClickCerts. By signing up for a ClickCerts subscription or otherwise accessing the service, you agree to these Terms on behalf of the company or organization you represent. If you are agreeing on behalf of a company, you confirm you are authorized to bind that company to these Terms.

Who these Terms cover

ClickCerts is a business-to-business service sold to companies and organizations, not to individuals in their personal capacity. In these Terms:

• "ClickCerts," "we," or "us" means ClickCerts, Inc., a Delaware corporation.
• "Customer" or "you" means the company or organization that holds the subscription.
• "End Users" means the individuals to whom the Customer assigns training — typically the Customer's employees, contractors, or staff.
• "Service" means the ClickCerts platform, including training content, certificate generation, administrative tools, and related features.

The Customer is responsible for the conduct of its End Users on the Service and for ensuring End Users use the Service in a manner consistent with these Terms.

The Service

ClickCerts provides hosted security awareness training, certificate generation, and related compliance tooling. Specific features available to you depend on your subscription tier. We may update, add, or remove features over time. We will not materially reduce the core functionality of a paid tier during your current subscription term.

Your account

You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account. You agree to designate one or more administrators with authority to manage End Users, configure settings, and act on behalf of the Customer. Notify us promptly atsales@clickcerts.com if you suspect unauthorized access to your account.

Subscription, billing, and renewal

All ClickCerts plans carry a 12-month minimum term. Annual billing collects the full term upfront; monthly billing (where granted) collects across 12 installments, and the 12-month commitment still applies. Cancellation before the anniversary results in the remaining months of the current term being invoiced and immediately due.

Subscriptions automatically renew for successive 12-month terms unless cancelled. Renewal disclosures, reminder cadence, and the methods to cancel are explained in theAuto-renewal terms.

Fees are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes that apply to your subscription, other than taxes based on our net income. Invoiced amounts not paid by the due date may accrue late fees at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend the Service for non-payment after written notice and a reasonable opportunity to cure.

Subscriptions purchased through a reseller or managed service provider are billed by that reseller under a separate agreement between you and the reseller. These Terms continue to govern your use of the Service in that arrangement; the billing relationship is between you and the reseller.

Acceptable use

You agree not to, and not to permit any End User to:

• Use the Service in violation of applicable law or regulation.
• Attempt to circumvent access controls, rate limits, or security features.
• Scrape, harvest, or extract data from the Service outside the bounds of your subscription.
• Reverse engineer, decompile, or disassemble the Service except to the extent expressly permitted by law.
• Resell, sublicense, or otherwise make the Service available to any third party, except where you are an authorized reseller under a separate written agreement with us.
• Use the Service to send unsolicited communications, transmit malicious code, or interfere with the Service or its users.
• Use the Service to train or improve a machine learning model or generative AI system without our prior written consent.

Customer content and data

You retain ownership of any data, content, or materials you or your End Users upload to or generate through the Service ("Customer Data"). You grant us a limited, non-exclusive license to host, process, and transmit Customer Data solely as needed to provide and support the Service.

We process personal information about End Users as described in ourPrivacy Policy. For Customers requiring a formal data processing addendum, contactsales@clickcerts.com.

Intellectual property

The Service, including the platform software, training content authored by ClickCerts, certificate templates, and the ClickCerts name and logo, is owned by ClickCerts or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription term, for your internal business purposes, in accordance with these Terms.

Feedback you provide about the Service is given freely. You grant us the right to use feedback to improve the Service without obligation to you.

Certificates after the subscription ends

Certificates issued through ClickCerts are records of training completion against the course content as it existed at the time of completion. Once issued, certificates remain valid until their printed expiry date even if your subscription ends. We will continue to honor certificate verification URLs for issued certificates through their expiry date.

Confidentiality

Each party may receive information from the other that is marked as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to its employees, advisors, or contractors who have a need to know and are bound by confidentiality obligations.

Service availability and warranty disclaimer

We use commercially reasonable efforts to keep the Service available and to deliver it with reasonable skill and care. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLICKCERTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Indemnification

By you. You agree to defend, indemnify, and hold harmless ClickCerts and its officers, employees, and agents from and against any third-party claims, damages, and reasonable attorneys' fees arising out of (a) your or your End Users' use of the Service in violation of these Terms or applicable law, or (b) any Customer Data you or your End Users submit to the Service.

By us. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and we will pay the damages finally awarded against you (or agreed in settlement) for such claim. This obligation does not apply to claims arising from Customer Data, your modifications to the Service, or your use of the Service in combination with anything not provided by us.

The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO CLICKCERTS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

These limitations apply regardless of the form of action, whether in contract, tort, or otherwise. They do not limit either party's indemnification obligations or liability for breach of confidentiality.

Term and termination

These Terms apply from the date you first accept them and continue for so long as you have an active subscription. Either party may terminate these Terms for material breach if the other party fails to cure that breach within 30 days after written notice. We may suspend the Service immediately, with notice when practical, if your use creates an imminent risk of harm to the Service, to us, or to other customers.

On termination or expiration, your right to access the Service ends. Certificates already issued remain valid through their printed expiry date as described above. Sections that by their nature should survive termination — including intellectual property, confidentiality, indemnification, limitation of liability, governing law, and contact — survive termination.

Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify the billing contact on your account at least 30 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not accept the updated Terms, you may cancel as described in theAuto-renewal terms.

Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties agree that any dispute arising out of or related to these Terms will be brought exclusively in the state or federal courts located in Delaware, and the parties consent to the personal jurisdiction of those courts. Nothing in this section limits either party's right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Other terms

Entire agreement. These Terms, together with theAuto-renewal terms and ourPrivacy Policy, are the entire agreement between you and ClickCerts regarding the Service and supersede any prior agreements on the same subject.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force.

No waiver. A party's failure to enforce a provision is not a waiver of its right to do so later.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, war, civil unrest, or failures of third-party infrastructure not controlled by the affected party.

Notices. We will send notices to the billing contact on your account. You may send notices to us atsales@clickcerts.com.

Independent contractors. The parties are independent contractors. These Terms do not create a partnership, agency, or joint venture.

Contact

Questions about these Terms? Emailsales@clickcerts.com or write to ClickCerts, Inc., 145 Tremont Street, Suite 201-1641, Boston, MA 02111.