Agreement

IMPORTANT NOTICE: PLEASE REVIEW THIS AGREEMENT REGULARLY AS MODIFICATIONS WILL OCCUR WITHOUT NOTICE*

INSTANT CERTS, INC OPERATING ON THE INTERNET AS iCerts.com (“iCerts”) IS LICENSING ACCESS TO ITS PROPRIETARY WEBSITE (“WEBSITE”) WHICH IT HAS DEVELOPED FOR USERS UNDER THE FOLLOWING TERMS AND CONDITIONS.  BY USING THIS WEBSITE, THE USER ACKNOWLEDGES THAT THEY HAVE READ THE FOLLOWING TERMS AND CONDITIONS, AND AGREES TO BE BOUND BY THEM. IT IS THE USERS RESPONSIBILITY TO REVIEW THIS AGREEMENT REGULARLY, AS CHANGES SHALL BE INCORPORATED FROM TIME TO TIME WITHOUT NOTICE. IF THE USER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, THEN THE USER MUST (I) NOTIFY ICERTS.COM OF THE USERS REJECTION, AND (II) NOT ENGAGE IN THE USE OF THIS WEBSITE.

1.	License. iCerts has provided access to its Web applications (“Website”) to the user only on the condition that the user accept all of the terms and conditions contained in the following User Agreement (the “Agreement”).  Subject to the terms and conditions of this Agreement, iCerts grants the user a non-exclusive, nontransferable license to access and use the Website.  The Website will remain at all times on iCerts or its agents’ servers, and the user will have no right to receive the source or object code for the Website.

2.	Restrictions. Except as expressly authorized in this Agreement, the user shall not: (a) use, copy, merge or transfer copies of the Website; (b) rent, lease, sub-license, distribute, transfer, copy, modify or timeshare the Website or any of the user rights under this Agreement; (c) share or provide access to this platform or its intellectual properties and or products and methods with its competitors, or any other 3rd party without the express written consent of iCerts; or (d) use the Website or any part of it after any expiration, termination, or cancellation of this Agreement or the license granted by this Agreement.

3.	Ownership. The Website is conditionally licensed, not sold, to the user for use upon the terms of this Agreement, and iCerts and its suppliers reserve all rights not expressly granted to the user. Ownership of the Website, subject to the license granted in this Agreement, is retained by iCerts and, as applicable, its suppliers. The Website is protected by U.S. copyright laws and international treaty, and the unauthorized reproduction or distribution thereof is subject to civil and criminal penalties.

4.	Termination/Cancellation. This Agreement and the license granted hereunder shall automatically terminate if: (i) Notice is provided to the user by iCerts for any reason at iCerts sole discretion or (ii) in the event the user violates any provision of this Agreement.

Once terminated or cancel, the license granted to the user shall immediately cease all use of the Website and adhere to the restrictions in #2 above.

5.	Warranty Disclaimer:  THE WEBSITE IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND.  iCERTS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND TITLE AND OR NONINFRINGEMENT.  SPECIFICALLY, ICERTS MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE IS FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED.

6.	Limitation of Liability: ICERTS SHALL NOT BE LIABLE TO THE USER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR OTHER SIMILAR CLAIMS, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE OF THE WEBSITE, EVEN IF ICERTS HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ICERTS’S LIABILITY FOR ANY DAMAGES TO THE USER OR ANY OTHER PERSON EVER EXCEED, IN THE AGGREGATE, THE ACTUAL CERTIFICATE FEES THE USER PAID FOR USE OF THE WEBSITE, REGARDLESS OF ANY FORM OF THE CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.

7.	Entire Agreement: This Agreement constitutes the entire agreement between the user and iCerts regarding the Website, and its use, and may not be modified in any way, shape, manner or form without the express written consent of iCerts. No unauthorized sales representative, employee, vendor, distributor, dealer, retailer or other person is authorized to modify this agreement, or to make any representation or warranty concerning the Website and Documentation. Any changes or modifications by the user to this agreement shall be requested in writing, to the following iCerts address: 638 Camino De Los Mares, Suite H130-409, San Clemente, Ca 92673

8.	General: If any provision of this Agreement is invalid under applicable law, it shall be enforced to the maximum permissible extent to effect the intent of the parties and the remaining provisions will remain in full force and effect. This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of California without reference to choice of law principles. The user agrees that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the state and federal courts located in Orange County, California. The following provisions shall survive termination or expiration of this Agreement: Sections 3 (Ownership), 4 (Termination/Cancellation), 5 (Warranty Disclaimer), 6(Limitation of Liability), 7 (Entire Agreement), and 8 (General).

In addition to all the above, the following Terms and Conditions are specific for Certificate ordering Users involving new loans, including but not limited to Lenders, loan processors, title companies, escrow, mortgage companies, processing companies, attorneys, realtors or any other ordering party (collectively referred to hereafter as “Lender”).  By registering and ordering the certificate herein, the ordering party hereby agrees to the terms herein and indicate that they have authority on behalf of their companies or organizations and the unit owner to order said certificate.

L1.	Ordering Certificates: Lender acknowledges they have the authority to order certificates on behalf of a home owner/buyer for a new loan transaction (non-annual renewal) they are currently under contract with.   In addition, Lender agrees not to redirect the Home Owner to order a certificate on their behalf in lieu of ordering a certificate themselves to avoid paying the certificate fee (knowingly or otherwise) without the approval of iCerts.  Any such order shall remain the financial responsibility of the Lender, unless previous arrangements have been made and approved in writing by iCerts. File copies or generic certificates are not available through this service.

L2.	Fees: Fees vary by association and insurance agency, and will be displayed prior to any certificates being processed.  Lender agrees to pay any and all fees associated with their submittal of an order through iCerts.com.  It is also agreed that the ordering party (loan processor or other) is responsible for processing the invoice received when an order is placed.  Fees are earned by iCerts upon delivery of a PDF certificate and\or when an actual order is placed within iCerts by the Lender, and the obligation to pay is not waived for any reason unless requested and agreed to in writing.

L3. 	3rd Party payments: where iCerts accepts 3rd party payments (from title, HUD, escrow, real estate, attorney or home owner, etc), the lender remains the sole responsible party, even if and when a payment is being processed by another party.   Any and all 3rd party payment arrangements are between said parties, as iCerts will not be responsible for collecting said fees from a 3rd party in any way, shape matter or form.

L4.    Checks and Credit Card (CC) Usage: Where a CC is used to pay for an order, a processing fee will be included as part of the total due for each invoice. If you wish to avoid this processing fee, then a check by mail or overnight courier may be used in lieu of this option.  In addition, there are no refunds for paid orders unless requested in writing when additional orders are placed (see L6 below).

If the ordering party (or another 3rd party who processes the payment on their behalf) stops payment or disputes a payment, through their credit card company or bank as fraud or otherwise for a legitimate order placed in iCerts.com, the ordering party shall be responsible for any and all chargeback fees ($15/CC chargeback) or stop payment fees ($12/stop payment) for valid orders placed through our delivery portal, plus an administrative fee of $25. All such order shall now be paid via check by mail or overnight courier and sent to the address found on the invoice for that order. All unpaid orders listed above shall additionally be assessed a fee of $10 for each 30 days period the payment is not received from the date of the dispute or stop payment.  Before disputing or cancelling your payment, please contact our office to avoid these additional fees.  
  
L5.	Billing Accounts:  Where iCerts grants billing accounts, all invoices are to be paid within thirty (30) days from the date of the order unless otherwise agreed to by iCerts.  It is the responsibility of the ordering party who places each order to submit the invoice generated at the time of the order to it's AP for prompt processing, or to another 3rd party for payment.  It is also the responsibility of the ordering party to ensure payment is actually made by any and all 3rd party's.  For all invoices greater than sixty (30) days outstanding, iCerts reserves the right to assess a late payment charge of $10.00/month per invoice in addition to the original invoiced amount.  In the event that a Lender account has an invoices outstanding greater than sixty (60) days, then iCerts reserves the right to suspend User’s account at will.

L6.	Credits: From time to time, credits may be issued.  Credits may only be issued if a certificate is: created due to an error on a previous order, or in duplication, or the agent no longer insures a given project.  All charges incurred remain the responsibility of ordering party who places the order, unless a credit is issued, which must be requested in writing.  Credits will only be provided if requested within 30 days of the order date.  Any such credit is at the sole discretion of iCerts.

L7.	Accuracy and modifying certificates: The accuracy of each certificate is dependent upon the policy data inputted by the Insurance Agent, as well as data submitted and inputted by the Lender and or ordering party at the moment the order was placed. iCerts is not responsible for the accuracy of any certificates produced through this Website. Please note that editing or modifying any iCerts certificates outside of this platform after an order was placed is prohibited per this user agreement. If you require an update or modification of any kind to an existing certificate, then a new order must be placed (see FAQs for instructions).

In addition to all the above, the following Terms and Conditions are specific for the Home Owner Certificate Ordering User (collectively referred to hereafter as “HO”).

HO1.	Access: The HO self-service access is intended solely for the private non-commercial use of the Home Owner who is required to provide evidence of insurance to their current lending institution on an annual basis. All other use of this Unit Owner login for any reasons other than for providing the annual renewal certificates without the express written consent of iCerts is prohibited, and will incur the normal fees for that association where the property is located.  File copies or generic certificates are not available through this service.

HO2.   Fees: iCerts does not charge fees to the HO for the use of this service when an annual renewal evidence of insurance is required on an existing property they currently own.   An annual renewal is defined as the association’s commercial property policy coming due for renewal, once per year (not a file copy), requiring the insurance agent of record to update the policy as requested by the association and property Management Company.  To receive this type of certificate, the HO must forward a copy of the renewal request letter from their existing lender directly to iCerts.  The HO is not entitled to this type of certificate unless an annual renewal event of the policy occurs.  This does not apply to certificate requests where a Lender transaction (buy/sell/refi/LOC/reverse mortgage, or misc new low, etc) takes place.

HO3.   Where the HO requires a certificate during an actual Lender transaction (non-annual renewal), the HO user may be granted lender access rights at the sole discretion of iCerts, and becomes responsible for any and all such fees.  This access can only be approved by iCerts via a request in writing.   With this order, the HO agrees to pay iCerts for the ordered certificate at the rate listed by the association’s insurance agent of record.  Fees are earned by iCerts upon delivery of a PDF certificate and or when an actual order is placed within iCerts by the HO listed in their “order history” tab, and the obligation to pay is not waived for any reason unless requested and agreed to in writing.

HO4.   Credits: From time to time, credits may be issued.  Credits may only be issued if a certificate is: created due to an error, or in duplication.  All charges incurred remain the responsibility of the HO who places the order, unless a credit is issued, which must be requested in writing.  Any such credit is at the sole discretion of iCerts.

HO5.   Payment: iCerts grants billing accounts, where all invoices are to be paid within thirty (30) days from the date of the order unless otherwise agreed to by iCerts.  For all invoices greater than sixty (30) days outstanding, a late payment charge of $10.00 shall be assessed per invoice in addition to the original invoiced amount.  In the event that a HO account has an invoice outstanding greater than sixty (30) days, then iCerts reserves the right to suspend User’s account at will.

HO6.    Accuracy: The accuracy of each certificate is dependent upon the data input by the Insurance agency, as well as data submitted by the HO.  iCerts is not responsible for the accuracy of any certificates produced through the Website.

In addition to all the above, the following Terms and Conditions are specific for certificate providing Users, including but not limited to insurance agencies, insurance brokerages, insurance agents, and insurance brokers (collectively referred to hereafter as “Agent”).

IA1.	Broker of Record for Association: By creating an association account on iCerts.com, the Agent acknowledges that they are the broker or agent of record (“Broker of Record”) for a given association.  This user also agrees that if at any time the Agent cease to be the Broker of Record of an association, then the Agent will notify iCerts promptly.

IA2.	Fees for Service: iCerts does not charge fees to the Agent for the use of its Website to distribute certificates.  However, fees may be charged to the Agent for account set-up costs, including but not limited to the creation of custom or unique certificate design and/or any other requested program enhancements by the agent not related to the standard operating use of the iCerts platform.  Any costs to the agent shall be agreed upon up front before work is initiated (unless otherwise stated in this user agreement), and listed and approved on separate agreement prior to its execution, verbally or otherwise.  If data entry for the agent's associations are completed by iCerts, iCerts shall be entitled to the cost of said data entry via the initial collected surcharges in the amount listed below until fully made whole for data entry efforts; if the agent discontinues use of our service for any reason, and iCerts has not been fully compensated for its data entry services, then the agent is responsible for the amount below.

*iCerts Data Entry Services are equal to $7/association unless otherwise aggreed to in writting.

IA3.	Fees collected consist of two parts: an iCerts certificate fee, and an agent surcharge (if any).  All certificate fees are set by iCerts and are the property of iCerts; all agent surcharges are set by the Agent and are the property of Agent.  Upon receipt of collected fees, iCerts shall distribute the collected surcharges, which is equal to the association surcharges collected on behalf of the Agent by iCerts.  Only then is a payment distributed to the Agent on a frequency and schedule determined by iCerts, provided the frequency is not more than quarterly.  The Agent does not have any ownership, claim or right to an agent surcharge when: they were not the Broker of Record at the time the certificate was paid for; when iCerts has not received a payment for an order; If the Agent becomes inactive in iCerts and no longer uses this service prior to distribution of surcharge; if the owner of the credit card used to pay for an order disputes the fee for any reason; or a lender billing account is activated and payment exceed net 30 days; or if an order involves collection activities of any kind.  *iCerts Reserves the right to increase it's per certificate fee at any time without written notice or otherwise.

Collection of fees for non-payment: iCerts is not entitled to recover any fee(s) from the Agent for non-payment by the ordering party.  Further, the Agent is never responsible for the collection of such fees in any way.  All collection efforts remain the sole responsibility of iCerts.

IA4.	Accuracy: The accuracy for each certificate is dependent upon the data inputted and maintained by the Agent, as well as data submitted by the requesting party.  iCerts is at no time responsible for the accuracy of any certificates produced through the Website.  Where said data is inputted by iCerts, it is the sole responsibility of the agent to review the data for accuracy, and will hold iCerts harmless for the service it provides regardless of any error or inaccuracies of the data entered.

IA5.    Compliance: It is the Agent's responsibility to ensure that any and all regulatory DOI compliance requirements are satisfied with the use of this service.  It remains the agents sole responsibility to remedy and resolve any and all regulatory actions of any kind levied by DOI, either punitive or statutory, while holding Instant Certs, Inc. harmless for any such actions that may result from the use of this platform.

IA6:    Confidentiality: The Agent agrees they will not discuss, notify, divulge, copy and/or relay any confidential information of the other party without prior written authorization of the other party, which includes programing and proprietary processes built into the iCerts platform.  Each party agrees and acknowledges that any breach of this Agreement would cause irreparable harm for which monetary damages would be inadequate. Accordingly, each party will be entitled to seek injunctive or other equitable relief as well as monetary damages to remedy any threatened or actual breach of this Agreement by the other party.

THE Agent and iCerts each acknowledge and agree that this agreement creates a confidential relationship between THE AGENT and iCerts and that information concerning both party’s business affairs, customers, clients, finances, pricing, properties, methods of operation, developer programing, and documentation, and other such information, whether written, oral, or otherwise from the use of this platform, is confidential in nature.  All such information concerning the parties is hereinafter collectively referred to as "Confidential Information".  The Parties also agree to not at anytime disclose any Confidential Information, use the iCerts appliation, or any other confidential information as a templete to create a competitive or 3rd party platform to any person or company, internally or otherwise.

IA7:    This Agreement: The Agent agrees to use this service for a minimum term of (1) year, once all applicable associations are entered, and no opt out will be granted for any reason until this term is complete. The user may terminate or cancel the license granted after the 1st year of use without consiquence by discontinuing use of the Website and providing written notice to iCerts.  However, if said termination is cancelled prior to the (1) year term, the agent shall be subject to an early termination penilty of 25% of the remaining surchase projections left on this term, unless otherwise agreed to in writting by the parties. In this case, the agent shall immediately cease all use of the Website and adhere to the confidential nature of this agreement, and restrictions in #2 above.

This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and/or assigns. Any modifications to this Agreement must be in writing and signed by all parties.

This Agreement shall be governed by the applicable laws of the County of Orange, and the State of California. If any part of this agreement is declared unenforceable or invalid, the remainder continues to be valid and enforceable.

This Privacy Policy governs the manner in which Instant Certs, Inc (iCerts) collects, uses, maintains and discloses information collected from users (each, a "User") of the www.icerts.com website ("Site"). This privacy policy applies to the Site and all products and services offered by iCerts.

Personal identification information:

We may collect personal identification information from Users in a variety of ways, including, but not limited to, when Users register on the site, place an order, fill out a form, and in connection with other activities, services, features or resources we make available on our Site. Users may be asked for, as appropriate, name, email address, mailing address, phone number. We will collect personal identification information from Users if they submit such information to us. Users can always refuse to supply personally identification information, except that it may prevent them from engaging in certain Site related activities, such as ordering and receiving an evidence of insurance certificate.

Web browser cookies:

Our Site may use "cookies" to enhance User experience. User's web browser places cookies on their hard drive for record-keeping purposes and sometimes to track information about them. User may choose to set their web browser to refuse cookies, or to alert you when cookies are being sent. If they do so, note that some parts of the Site may not function properly.

How we use collected information:

iCerts may collect and use Users personal information for the following purposes:
We may use the information Users provide about themselves when placing an order only to provide service to that order. We do not share this information with outside parties except to the extent necessary to provide the service.  In addition, if a policy cancels (or changes for any other reason) and a notification is required, the agent of record would simply use the archived data (unit owners and mortgagees listed on the certificate) to prepare a notice that the policy has been cancelled or changed for one of their associations.

How we protect your information:

We adopt appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on our Site.

Sensitive and private data exchange between the Site and its Users happens over a TSL secured communication channel and is encrypted and protected with digital signatures.

Sharing your personal information:

We do not sell, trade, or rent Users personal identification information to others in any way. However, we share information entered by each user with the insurance agency of record for a given association, only as it pertains to orders managed by that agency.

Changes to this privacy policy:

iCerts, at its own discretion, may update this privacy policy at any time.  Updates to this policy are available on demand, and must be requested in writing.

Acceptance of this policy:

By using this site, you signify your acceptance of this policy and the User Agreement.  We encourage your regular review of our privacy policy and user agreement to stay informed of any changes, and how we are protecting the information we collect.

Contacting US:

If you have any questions about this Privacy Policy, the practices of this site, or your dealings with this site, please contact us at:

Instant Certs, Inc.
638 Camino De Los Mares
Suite H130-409
San Clemente, Ca 92673
CS@iCerts.com