Terms of Service

1. Agreement to Terms

By accessing or using Cerfinity's authentication and anti-counterfeiting services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use our Services. These Terms constitute a legally binding agreement between you and Cerfinity B.V. ("Cerfinity", "we", "us", or "our").

2. Description of Services

Cerfinity provides product authentication and anti-counterfeiting solutions, including but not limited to:

• Unique product identification and authentication tags
• Digital verification systems and APIs
• Consumer-facing authentication applications
• Analytics and reporting dashboards
• Supply chain tracking and monitoring tools
• Integration services with existing enterprise systems

3. Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our Services. By using our Services, you represent and warrant that you meet these eligibility requirements. If you are using our Services on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.

4. Account Registration

To access certain features of our Services, you may be required to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential and secure
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access or security breach

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe may pose a security risk.

5. Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services to authenticate counterfeit, stolen, or illegally obtained products
• Attempt to reverse engineer, decompile, or disassemble any part of our technology
• Circumvent, disable, or interfere with security features of the Services
• Use automated systems or software to extract data from the Services without permission
• Transmit viruses, malware, or other malicious code
• Impersonate any person or entity or misrepresent your affiliation
• Use the Services in any way that could damage, disable, or impair our systems
• Violate any applicable laws, regulations, or third-party rights

6. Intellectual Property Rights

All content, features, and functionality of the Services, including but not limited to software, text, graphics, logos, icons, images, audio clips, data compilations, and the compilation thereof, are owned by Cerfinity or our licensors and are protected by international copyright, trademark, patent, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes, subject to these Terms. This license does not include any right to modify, reproduce, distribute, or create derivative works based on our Services without our express written consent.

7. Data and Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to our collection, use, and sharing of information as described in the Privacy Policy.

You retain ownership of any data you provide to us through the Services. You grant us a worldwide, royalty-free license to use, process, and store your data solely to provide and improve our Services. We will handle your data in accordance with our Privacy Policy and applicable data protection laws.

8. Service Level and Availability

We strive to maintain high availability of our Services but do not guarantee uninterrupted access. We may temporarily suspend access to the Services for maintenance, updates, or other operational reasons. We will make reasonable efforts to provide advance notice of planned maintenance where possible.

For enterprise customers, specific service level agreements (SLAs) may be outlined in separate contracts that take precedence over these general Terms regarding availability and support commitments.

9. Fees and Payment

Certain features of our Services may require payment of fees. Current pricing is available upon request or through our sales team. Unless otherwise specified:

• Fees are quoted and payable in Euros (EUR)
• Payment is due within 30 days of invoice date
• All fees are exclusive of applicable taxes
• Late payments may incur interest at the maximum rate permitted by law
• We reserve the right to suspend Services for non-payment

We may modify our pricing with 30 days' notice. Continued use of the Services after price changes constitutes acceptance of the new pricing.

10. Confidentiality

Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party in connection with these Terms or the Services. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law or to fulfill obligations under these Terms. This obligation survives termination of these Terms for a period of five (5) years.

11. Warranties and Disclaimers

We warrant that the Services will perform substantially in accordance with our documentation. However, the Services are provided "as is" and "as available" without any other warranties, express or implied.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CERFINITY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

Our total liability for any claims arising out of or relating to these Terms or the Services shall not exceed the total fees paid by you to us in the twelve (12) months preceding the claim. These limitations apply regardless of the theory of liability.

13. Indemnification

You agree to indemnify, defend, and hold harmless Cerfinity, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to your use of the Services, your violation of these Terms, or your violation of any rights of a third party.

14. Term and Termination

These Terms remain in effect until terminated. You may terminate your account at any time by contacting us. We may terminate or suspend your access to the Services:

• Immediately for violation of these Terms
• With 30 days' notice for any reason
• Immediately if required by law or to prevent harm

Upon termination, your right to use the Services ceases immediately. Provisions that by their nature should survive termination will survive, including intellectual property, confidentiality, disclaimers, and limitations of liability.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after such modifications constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Services.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Netherlands, without regard to conflict of law principles. Any disputes arising from these Terms or the Services shall be subject to the exclusive jurisdiction of the courts in Amsterdam, the Netherlands.

Before initiating formal legal proceedings, both parties agree to attempt to resolve disputes through good-faith negotiation for a period of at least 30 days.

17. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Cerfinity.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control.

18. Contact Information

For questions about these Terms of Service, please contact us: