Master Services Agreement
This is the service agreement to use Certn (“Service Agreement”). Your acknowledgement and agreement to these terms, as well as the Terms and Conditions of the internet site you are accessing (“Site”), are required to access and/or use Certn. You agree to be legally bound by these terms. This Service Agreement is made and entered into as by and between Certn (Canada) Inc. (“Certn") and you/your company (“Subscriber” or “You”). In consideration of the promises and mutual covenants hereinafter set forth, Certn and Subscriber hereto agree as follows:
Scope of Agreement. This Agreement applies to any of those information services which Subscriber may desire to receive from Certn and which Certn offers to Subscriber via this Site. Such information services shall herein be collectively referred to as “Services” and all information derived therefrom shall be collectively referred to as “Services Information.” Subscriber enters in this Agreement on behalf of itself and its affiliates under common ownership and control, all of which are referred to collectively as Subscriber.
Subscriber’s business. Subscriber certifies that it is utilizing the Services solely for assisting with making a residential, commercial or storage leasing decision.
1. Certn Reporting Services.
Certn Report Information. Certn makes relevant consumer report information, public information and behavioural analysis services as well as consumer reporting databases, financial transaction history, including but not limited to consumer credit reports, bank account aggregation and criminal record reports (collectively referred to as the “Certn Report Information”) available to its customers who have a permissible purpose for receiving such information in accordance with federal, Personal Information Protection and Electronic Documents Act (PIPEDA), provincial legislation as well as the Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) including, without limitation, all amendments thereto (“FCRA”). For the purposes of this Agreement, the term “adverse action” shall have the same meaning as that term is defined in the FCRA.
1.1.2 Third Party Verification. Certn uses third-party identity verification services to help ensure that tenant applicants are who they say they are. Third-party identity verification services may include electronic payments, requesting additional identification documents, and requesting of credit reports. Once the tenant applicant’s identity has been verified, Certn can apply that information to prepare the Certn Report Information for you. However, Certn does not control, verify or guarantee the accuracy of any identity verification service and is NOT responsible or liable for any actions that may be taken by either you or the tenant applicant or as a result of any inaccuracies in the Certn Report Information (and any reports and other information obtained via the Services).
1.2 Regulatory Penalties Re: Consumer Reports. THE FCRA, PIPEDA AND SOME PROVINCIAL LEGISLATION PROVIDE THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES MAY BE FINED AND/OR IMPRISONED.
1.3 Subscriber Certifications. Subscriber certifies that it shall request Certn Report Information pursuant to the authorization of the tenant who is the subject of the Certn Report Information (the “Applicant”) Subscriber certifies that each such authorization will expressly authorize Subscriber to obtain the Certn Report Information, and will contain at a minimum the subject’s name, address, social security or insurance number (where available) and digital verification or signature. Subscriber shall use Certn Report Information solely for Subscriber’s exclusive use and pursuant to the Applicant’s authorization to use such information solely for assisting with making a residential, commercial or storage leasing decision, and for no other purpose, subject however, to the additional restrictions set forth herein. Moreover, if requested by Certn, Subscriber agrees to, and shall, individually certify the permissible purpose for each Certn Report Information it requests. Such individual certification shall be made by Subscriber pursuant to instructions provided from time to time to Subscriber by Certn. Nothing in this certification, or elsewhere in this Agreement, is intended to allow Subscriber to purchase a Cert Report for the purpose of selling or giving the report, or information contained in or derived from it, to the subject of the report, or to any other third party, and Subscriber expressly agrees to refrain from such conduct.
1.4 Additional Representations. By requesting or viewing the Certn Report Information or otherwise using the Services, you additionally represent and warrant the following: 1. That you have never been involved, and will not become involved, with any credit fraud or other unethical business practice and that you will immediately discontinue all use of the Services (and any reports and other information obtained via the Services) and notify us if you are ever involved in any such fraud or practice; 2. That your request for any Certn Report Information using the Services, and your use of any reports or other information obtained through the Services, is lawful and solely for the purpose of assisting with making a residential, commercial or storage leasing decision.
1.5 Recommendations. Using the Applicant’s information as provided to Certn by Subscriber, Certn will create reports relating to each Applicant and Certn will evaluate the Certn Report Information (“Portfolio Analysis”). Based on the results of the Portfolio Analysis, Certn will provide to Subscriber a score with respect to the Applicant based on the initial thresholds established by Certn (“Certn Score”). It is Subscriber’s obligation to ensure compliance with any legal obligations when approving, declining or providing any information to an Applicant.
1.5.2 All Rental Decisions to be made by Subscriber. Subscriber acknowledges and agrees that Certn provides only recommendations as to actions concerning an Applicant, and further acknowledges and agrees that all decisions of whether or not to rent property to a particular Applicant, as well as the length of and terms of any such rental, will be made by Subscriber. Certn shall have no liability to Subscriber or to any Applicant, or other person or entity for any rental, or the failure to rent, to any Applicant, or the terms of any such rental, regardless of whether or not Subscriber’s decision was based on recommendations, Certn Report Information, public records, or other information provided to Subscriber by Certn.
1.6 Compliance with Laws. Subscriber shall be responsible for compliance with all applicable federal (including, but not limited to the FCRA & PIPEDA), provincial and state laws, rules, regulations and judicial actions, as now or as may become effective, to which it is subject. For clarity, Certn is not responsible for knowing the applicable laws in each jurisdiction. It is the Subscriber’s obligation to be familiar with the industry specific, rules and regulations in your applicable jurisdiction.
You agree to indemnify, defend, and hold harmless us and our affiliates, agents, officers and employees, and vendors (including without limitation our third-party reporting agencies and affiliates) from any claim, suit, action, or loss arising from or relating to any claim by a third party which arises as a result of your use of the Services, including any liability or expense arising from claims, losses, damages, suits, judgments, civil or criminal fined or other penalties, litigation costs, and attorneys’ fees.
2. Ancillary Services
2.1 Scores. Subscriber may request, in writing, that Certn provide Subscriber certain scores (e.g. scores received from credit reporting agencies (“Bureau Score”) in connection with the delivery of a Certn Report obtained hereunder, collectively referred to herein as “Scores” for Subscriber’s exclusive use. Certn agrees to perform such processing as reasonably practicable. Subscriber shall use Scores only in accordance with its permissible purpose and may store Scores solely for Subscriber’s own use in furtherance of Subscriber’s original purpose for obtaining the Scores. Subscriber shall not use the Scores for model development or model calibration and shall not reverse engineer the Scores.
2.1.1 Confidentiality of Scores. The Certn Score is proprietary to Certn and the Bureau Score is proprietary to the credit reporting agency supplying the Bureau Score and, accordingly, without appropriate prior written consent, neither the Certn Score, or the Bureau Score may be sold, licensed, copied, reused, disclosed, reproduced, revealed or made accessible, in whole or in part, to any Person except: (a) as expressly permitted herein; (b) to those employees of Subscriber with a need to know and in the course of their employment; (c) to those third party processing agents of Subscriber who have executed an agreement that limits the use of the Scores by the third party only to the use permitted to Subscriber and contains the prohibitions set forth herein regarding model development, model calibration and reverse engineering; (d) as required by law. Subscriber shall not, nor permit any third party to, publicly disseminate any results of the validations or other reports derived from the Scores without prior written consent.
2.1.2 Score Performance. Certn shall not be liable to Subscriber for any claim, injury or damage suffered directly or indirectly by Subscriber as a result of the use of any Certn Report Information or Scores. Certn warrants that the scoring algorithms used in the computation of the scoring services, provided under this Agreement, (“Models”) are empirically derived from data and are a demonstrably and statistically sound method of rank-ordering candidate records with respect to the purpose of the Scores when applied to the population for which they were developed, and that no scoring algorithm used by a Score uses a “prohibited basis” as that term is defined in ECOA and Reg. B promulgated thereunder. The Bureau Score may appear on a credit report for convenience only, but is not a part of the Certn Report nor does it add to the information in the report on which it is based.
2.2 Third Party Scores and Other Third Party Services. Certn has the capability to offer scores derived from models built jointly with third parties, and other services provided by third parties, which are subject to additional warranties offered or terms imposed by such third parties. If desired by Subscriber, such third party scores and services shall be made available pursuant to separate agreement, which shall be appended as a schedule to this Agreement.
2.3 Subscriber Access. Subscriber agrees that Certn may store data provided to Subscriber hereunder on behalf of Subscriber to be used by Subscriber solely for audit, tenancy record and model calibration purposes and for no other purpose. All data stored on behalf of Subscriber by Certn shall be owned by Subscriber and may not be modified in any manner.
3. Additional Terms and Conditions.
3.1 Confidentiality. Subscriber shall hold all Certn Report Information (and any reports and other information obtained via the Services) in confidence and shall not disclose the Certn Report Information (or any reports and other information obtained via the Services) to any third party, except as required by law (i.e., an order of a court or data request from an administrative or governmental agency with competent jurisdiction) to be disclosed; provided however, that Subscriber shall provide Certn ten (10) days prior written notice before the disclosure of such information pursuant to Paragraph 3.1. However, this restriction shall not prohibit Subscriber from disclosing to the subject of the Certn Report Information, who is the subject of an adverse action, the content of the Certn Report Information as it relates to any such adverse action.
3.2 Web Site Access. Certn will provide Subscriber with access to Certn’s web site (the “Certn Site”) so that Subscriber may, by accessing the Certn Site, (i) initiate Applicant Screening and Tenant Screening and (ii) obtain or review Certn’s recommendations to Subscriber. Certn will assign one or more temporary passwords to Subscriber for use in accessing the Certn Site for which the Subscriber must change. Subscriber represents and warrants that it will use its best reasonable efforts to ensure that: (1) only authorized Subscriber employees have access to the Certn Site; (2) Certn Services obtained by Subscriber via the Certn Site are not accessible by unauthorized parties via Subscriber’s connection to the Internet or otherwise; (3) all Passwords are kept confidential and secure by such authorized Subscriber employees (e.g., Subscriber shall ensure that Passwords are not stored on any Workstation nor other storage and retrieval system and/or media and that Internet browser caching functionality is not used to store Passwords; (4) each User ID and Password is used solely by the authorized Subscriber employee to whom such User ID and Password was issued; and (5) all documentation and other materials provided by Certn to Subscriber under this Agreement are held in confidence by Subscriber (and accessible only to those Subscriber employees who Subscriber has authorized to use the Certn Site). Subscriber shall immediately notify Certn if a Subscriber user with access to Certn no longer works for Subscriber and shall be fully responsible for any use of the Certn site by users accessing the site through the accounts assigned to the Subscriber. In the event of any compromise of security involving User Ids or Passwords, Subscriber shall immediately notify Certn.
3.3 Safeguards. Each party shall implement, and shall take measures to maintain, reasonable and appropriate administrative, technical, and physical security safeguards ("Safeguards”) to (a) insure the security and confidentiality of non-public personal information; (b) protect against anticipated threats or hazards to the security or integrity of non-public personal information; and (c) protect against unauthorized access or use of non-public personal information that could result in substantial harm or inconvenience to any Applicant. When an Applicant’s first name or first initial and last name in combination with a social security number/ social insurance number, driver’s license or Identification card number, or account number, credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account (“Personal Information”), is delivered to Subscriber unencrypted, Subscriber shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information and to protect the Personal Information from unauthorized access, destruction, use, modification, or disclosure. Subscriber shall notify Certn in writing as soon as practicable but in no event later than forty-eight hours after which Subscriber becomes aware of any potential and/or actual misappropriation of, and/or any unauthorized disclosures of, any information provided to Subscriber by Certn, including, but not limited to theft, loss or interception of Certn Report Information, unauthorized use of Certn subscriber codes and passwords, unauthorized entry to the facilities where Certn data may have been accessible, or unauthorized release of or access to Certn data by an employee or Agent of Subscriber. Subscriber shall fully cooperate with Certn in any communications to Applicants regarding the data incident and mitigating, to the extent practicable, any damages due to such misappropriation and/or unauthorized disclosure. Such cooperation shall include, but not necessarily be limited to, allowing Certn to participate in the investigation of the cause and extent of such misappropriation and/or unauthorized disclosure. Such cooperation shall not relieve Subscriber of any liability it may have as a result of such a misappropriation and/or unauthorized disclosure. Moreover, without Certn’s prior consent, Subscriber shall make no public notification, including but not limited to press releases or Applicant notifications, of the potential or actual occurrence of such misappropriation and/or unauthorized disclosure of any such information provided to Subscriber.
3.4 Authorized Requests. Subscriber shall use the Services: (a) for its certified permissible purpose above to assist in making a residential or storage leasing decision; (b) solely for Subscriber’s exclusive use; and (c) subject to the terms and conditions of this Agreement. Subscriber shall not request, obtain or use Services for any other purpose including, but not limited to, for the purpose of selling, leasing, renting or otherwise providing information obtained under this Agreement to any other party, whether alone, in conjunction with Subscriber’s own data, or otherwise in any service which is derived from the Services. Services shall be requested by, and disclosed by Subscriber to only Subscriber’s designated and authorized employees having a need to know and only to the extent necessary to enable Subscriber to use the Services in accordance with this Agreement. Subscriber shall ensure that such Subscriber designated and authorized employees shall not attempt to obtain any Services on themselves, associates, or any other person except in the exercise of their official duties.
3.5 Rights to Services. Subscriber shall not attempt, directly or indirectly, to reverse engineer, decompile, or disassemble Services or any confidential or proprietary criteria developed or used by Certn relating to the Services provided under this Agreement. Except as explicitly set forth in this Agreement, the entire right, title and interest in and to the Services shall at all times vest exclusively in Certn. Certn reserves all rights not explicitly granted to Subscriber under this Agreement.
3.5.1 Limited License. Notwithstanding anything to the contrary in the Agreement, Certn hereby grants a limited, non-exclusive, non-transferable license to the Certn Report Information (and any reports and other information obtained via the Services) , and the Services derived from the Public Record Information, from Certn and that the material content of the Public Record Information and the Certn Reports delivered by Certn may not be altered, edited, or otherwise changed without the prior written consent from Certn.
3.6 Fees and Payments. Though Subscriber has the option to request that the Applicant pay for the Services, the Subscriber is ultimately responsible to Certn for the full payment of the Services. The fees associated with the Services are as stated in Schedule A and on the Certn Site and are incorporated by reference. Upon delivery of the Services, Subscriber will be responsible for immediate payment, and outstanding amounts will be subject to a late charge of one and one-half percent (1.5%) per month (18% per year) or the maximum allowed by law, whichever is less. If collection efforts are required, Subscriber shall pay all costs of collection, including reasonable attorney’s fees. Any periodic and/or minimum Subscriber fees under this Agreement are non-refundable, in whole or in part, in the event of a termination of this Agreement. Certn reserves the right to change the fees and charges from time to time, with such changes referenced on this website.
3.6.1 Surcharge. In addition, in the event that Certn’s cost of rendering Services increases as a result of federal, state, provincial or local laws, ordinances or other regulatory, administrative or governmental acts, then Certn may implement a surcharge subject to the following: (a) any surcharge will be applicable generally to Certn’s customers; and (b) any surcharge will be applied only to services pertaining to Applicants in the geographic area so affected.
3.7 Term, Termination and Survival. The term of this Agreement shall commence upon the agreeing to the terms of this Agreement and shall remain in effect until terminated by any party hereto for any reason whatsoever.
3.7.1 Surviving Terms. With the exception of Certn’s obligation to provide Services under this Agreement, all provisions of this Agreement shall survive any such termination of this Agreement including, but not limited to, all restrictions on Subscriber’s use of the Services, the Certn Report Information and any reports and other information obtained via the Services. Moreover, any such termination shall not relieve Subscriber of any fees or other payments due to Certn through the date of any such termination nor affect any rights, duties or obligations of either party that accrue prior to the effective date of any such termination.
3.8 Limited Warranty. Certn represents and warrants that the Services will be provided in a professional and workmanlike manner consistent with industry standards. CERTN DOES NOT WARRANT THE SERVICES TO BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET OR CONTINUE IN THE FUTURE TO MEET YOUR NEEDS, OR THAT WE WILL CONTINUE TO PROVIDE THE SERVICE OR ANY ASPECT OF THE SERVICE IN THE FUTURE. THE WARRANTY SET FORTH IN THIS SECTION 3.8 IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT MIGHT BE IMPLIED FROM A COURSE OF PERFORMANCE OR DEALING OR TRADE USAGE OR WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
3.9 Limitation of Liability. CERTN’S SOLE LIABILITY, AND SUBSCRIBER’S SOLE REMEDY, FOR VIOLATIONS OF THIS AGREEMENT BY CERTN OR FOR BREACH OF CERTN’S OBLIGATIONS (INCLUDING ANY BREACH OF WARRANTY OR ANY LIABILITY ASSOCIATED WITH ANY VIRUSES WHICH MAY INFECT YOUR COMPUTER EQUIPMENT) SHALL BE, AT THE SOLE DISCRETION OF CERTN, THE CORRECTION OF ANY DEFECTIVE SERVICE OR THE REFUND OF FEES PAID FOR SAME.
3.9.1 IN NO EVENT SHALL CERTN BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF CERTN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
3.9.2 ADDITIONALLY, CERTN SHALL NOT BE LIABLE TO SUBSCRIBER FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED.
3.9.3 Notwithstanding anything to the contrary in the Agreement, use of the Certn Report Information (and any reports and other information obtained via the Services), and the Services from Certn shall be subject to the following: THE CERTN REPORT INFORMATION (AND ANY REPORTS AND OTHER INFORMATION OBTAINED VIA THE SERVICES) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CERTN AND ITS DATA PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CERTN REPORT INFORMATION (AND ANY REPORTS AND OTHER INFORMATION OBTAINED VIA THE SERVICES) AND DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, CERTN AND ITS DATA PROVIDERS DO NOT GUARANTEE OR WARRANT THE ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OF THE CERTN REPORT INFORMATION (AND ANY REPORTS AND OTHER INFORMATION OBTAINED VIA THE SERVICES) AND SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY USE OF THE CERTN REPORT INFORMATION (AND ANY REPORTS AND OTHER INFORMATION OBTAINED VIA THE SERVICES).
SUBSCRIBER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS CERTN AND ITS DATA PROVIDERS, FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, CLAIMS, COSTS, FEES, AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY AND EXPERT WITNESS FEES AND EXPENSES) ARISING OUT OF OR RELATED TO SUBSCRIBER’S USE OF THE CERTN REPORT INFORMATION (AND ANY REPORTS AND OTHER INFORMATION OBTAINED VIA THE SERVICES) OBTAINED FROM CERTN. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT CERTN’S DATA PROVIDERS ARE A THIRD PARTY BENEFICIARY OF THE PROVISIONS OF THIS SECTION, WITH RIGHT OF ENFORCEMENT.
3.10 Assignment and Subcontracting. Neither party may assign or otherwise transfer this Agreement, in whole or in part without the prior written consent of the other. Notwithstanding the foregoing, Certn may assign or transfer this Agreement to a wholly-owned subsidiary or in the event of a purchase of substantially all of Certn’s assets or in the event of a corporate form reorganization. Moreover, Certn shall have the unrestricted right to subcontract the Services to be provided to Subscriber by Certn under this Agreement; provided however, that such subcontracting shall not relieve Certn of its obligations under this Agreement. The limited warranty and limitation of liability provisions set forth in this Agreement shall also apply for the benefit of Certn’s licensors, subcontractors and agents.
3.11 No Waiver. No failure on the part of either party to enforce any covenant, agreement, or condition of this Agreement shall operate as a discharge of such covenant, agreement, or condition, or render the same invalid, or impair the right of either party to enforce the same in the event of any subsequent breach by the other party.
3.12 Independent Contractors. This Agreement is not intended to create or evidence any employer-employee arrangement, agency, partnership, joint venture, or similar relationship.
3.13 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
3.14 Force Majeure. Certn shall not be liable for any delay in performance or failure to perform under this Agreement if such delay or failure us caused by conditions beyond Certn’ reasonable control.
3.15 Audit Rights. During the term of this Agreement and for a period of five (5) years thereafter, Certn may audit Subscriber’s policies, procedures and records which pertain to this Agreement, to ensure compliance with this Agreement, upon reasonable notice and during normal business hours.
3.16 Governing Law. This Agreement shall be construed and governed by the laws of the Province of British Columbia, without reference to the choice of law principles thereof. By accessing the Services or utilizing the results of the Services you hereby submit and attorn to the jurisdiction of the Courts of the Province of British Columbia for any disputes or matters arising from, connected with, or relating to the Certn Report Information (and any reports and other information obtained via the Services), the Services or any related matters. You further consent to personal jurisdiction in the courts located in the City of Vancouver.
3.17 Notices. Subscriber acknowledges and agrees that any notice provided by Certn to any electronic mail address provided by Subscriber shall suffice for proper notice under this Agreement. Additionally, all of Subscriber’s communications or notices required or permitted by this Agreement shall be sufficiently given for all purposes hereunder if given in writing and delivered to Certn (i) personally, (ii) by Canada Post or United States first class mail, (iii) by reputable overnight delivery service, or (iv) by electronic mail. All notices delivered in accordance with this Section for Certn shall be sent to the appropriate address or number, as set forth below:
Certn (Canada) Inc
1017 Fort Street
Victoria, BC Canada
3.18 Trademarks. Both Subscriber and Certn shall submit to the other party for written approval, prior to use, distribution, or disclosure, any material including, but not limited to, all advertising, promotion, or publicity in which any trade name, trademark, service mark, and/or logo (hereinafter collectively referred to as the “Marks“) of the other party are used (the ”Materials"). Both parties shall have the right to require, at each party’s respective discretion and as communicated in writing, the correction or deletion of any misleading, false, or objectionable material from any Materials. Neither party shall remove any of the other party’s Marks from any information materials or reports provided to the other party and shall comply with the other party’s instructions with respect to the use of any such Marks. Moreover, when using the other party’s Marks pursuant to this Agreement, a party shall take all reasonable measures required to protect the other party’s rights in such Marks, including, but not limited to, the inclusion of a prominent legend identifying such Marks as the property of the other party. In using each other’s Marks pursuant to this Agreement, each party acknowledges and agrees that (i) the other party’s Marks are and shall remain the sole properties of the other party, (ii) nothing in this Agreement shall confer in a party any right of ownership in the other party’s Marks, and (iii) neither party shall contest the validity of the other party’s Marks. Notwithstanding anything in this Agreement to the contrary, without the prior written approval of Subscriber, Certn shall have the right to disclose to third parties Subscriber’s marks as a reference customer.
3.19 Authorized Signatory. The individual executing this Agreement has direct knowledge of all facts certified and the authority to both execute this Agreement on behalf of Subscriber and bind Subscriber to the terms of this Agreement.
3.20 Entire Agreement. THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL EXHIBITS AND ATTACHMENTS HERETO, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN CERTN AND SUBSCRIBER AND SUPERSEDES ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, SOLELY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE ALTERED, AMENDED, OR MODIFIED EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.