Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN IMPORTANT LEGAL INFORMATION REGARDING YOUR RIGHTS, DUTIES, SCOPE OF REMEDIES, ETC., WHICH YOU WILL BE BOUND BY AS A LEGAL AGREEMENT.

Acceptance of Terms

These Terms of Use (“Terms“) together with the Company’s Privacy Policy (as defined below) and any other policy, guidelines, or terms published by the Company, set forth the terms under which the Company’s formal verification services are provided, either through the Certora Prover (the “Tool”) via Company’s web app (the “Platform”) and/or via other auditing means (collectively, the “Services”), and constitute a legally binding agreement between Certora Ltd. (“Company”, “we” or “us“) and yourself (“you“).

BY CLICKING ON THE “I AGREE” OR SUCH SIMILAR FUNCTION PROVIDED BY THE COMPANY PRIOR TO ACCESSING ANY OF THE SERVICES AND/OR BY OTHERWISE USING OR ACCESSING OUR WEBSITE AND/OR APPLICATION MADE AVAILABLE FOR THE ACCESS AND USAGE OF THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED AND AGREED TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE THERETO. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, USE OR ACCESS THE SERVICES. WITHOUT DEROGATING FROM THE AFORESAID, THE USE OF THE SERVICES WILL BE DEEMED AN ACCEPTANCE BY YOU OF THESE TERMS.

Please note that the term “you” also includes a company or other entity/organization on whose behalf you are accepting these Terms, to the extent applicable. If you do not have the requisite authority, you may not accept these Terms and/or use or access the Services and/or the Tool on behalf of any company or other entity/organization.

You declare that by acceptance of these Terms and/or by using the Services you are of legal age to form a binding contract with the Company, and in any case, at least 16 years of age. You may not use the Services and may not accept these Terms if you are a person barred from using the Services whether under the laws of the country in which you are resident or from which you access the Services, or due to sanctions imposed on you. If the Services or any part thereof are determined to be illegal under the laws of the country in which you are situated, you shall not be granted any right or license to use the Services and must refrain from using the Services.

You represent and warrant that you have full right and authority to use the Services and the Tool and to be bound by these Terms. You agree that you will fully comply with these Terms and all applicable domestic and international laws, regulations, statutes, ordinances that govern your use of such Services. Without limiting the foregoing and in recognition of the global nature of the Internet, you agree to comply with all local and international rules regarding online conduct. You also agree to comply with all applicable laws with respect to the transmission of content or the maintenance of privacy of any third party.

Grant of License

Subject to your agreement and compliance with these Terms, Company grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited scope license to use the Services for commercial and non-commercial purposes. The Services is made available on a personal basis only and solely to receive code assessment. Therefore, you are not allowed to resell, deep-link, use, copy, monitor (e.g., spider, scrape), display, download, reproduce, or use crawlers, robots, data mining or extraction tools of any type in connection with any content or information, software, products, or services available through our Services for any purpose whatsoever.

Company may make modifications, additions and upgrades to the Service and any software provided as it deems necessary and the terms of the engagement hereunder will apply to any updates that Company may make available to you. For the removal of doubt, it is clarified that Company is under no obligation to develop or release any updates or upgrades.

Your use of the Service is limited to that specifically and explicitly permitted in these Terms. You will not, and will not allow, permit or assist any third party: (i) to attempt to discover any source code or underlying ideas or algorithms of the Service; and (ii) provide, lease, rent, lend, license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Service for the benefit of any third party.

Representations and Warranties

You represent and warrant to Company as follows, for the full duration of the engagement hereunder:

You possess all rights required to lawfully upload the Customer Data onto the Platform and share Customer Data within the Platform and/or otherwise make use of the Platform with respect to Customer Data and allow Company to provide the Service in connection therewith, and further warrant and represent that the display, access to and/or use of Customer Data does not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other rights of any third party. Customer Data does not support the design or development of a military or intelligence item and is not subject to any export controls under any applicable law, including but not limited to U.S. export control regulations and the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies. Without derogating from any of Company’s rights and remedies under these Terms and/or under law, Company will be entitled, at its sole discretion, to immediately discontinue the Service or any part thereof in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with Customer Data.
Neither you nor any of your affiliates is: (a) in violation of any Sanctions (defined below); (b) a Sanctioned Person (defined below); or (c) otherwise restricted from receiving the Services due to Sanctions. Neither you nor any of your affiliates, directors, officers, employees or agents: (i) conduct any business or engages in any transaction or dealing with any Sanctioned Person, including making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any Sanctions, nor will you deal with or engage in such transaction; (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Sanctions; or (iv) otherwise engages in any transaction that could cause Company to violate any Sanctions. Without derogating from the foregoing, you shall not perform any of your obligations under the engagement hereunder by means of a Sanctioned Person. You shall deliver to Company any certification or other evidence reasonably requested from time to time by Company confirming your compliance with this Section ‎3. In addition, you represent and warrant that you have implemented, and will consistently apply appropriate procedures to ensure that the representations and warranties in this Section ‎3 remain true and correct while the engagement hereunder is in effect.
“Sanctioned Person” means a person, entity or organization that: (a) is listed on any Sanctions list or is otherwise under Sanctions due to ownership or control by a person or organization under Sanctions; (b) is located, organized, operating from or resident in any country, territory, or region that is the subject or target of Sanctions or is an instrumentality of or controlled by a government in such territory; or (c) is otherwise the target of Sanctions. “Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (i) Israel (ii) the European Union (iii) the United Kingdom, the United States government and any of its agencies, including, without limitation, OFAC and the U.S. State Department, or any other applicable governmental authority having jurisdiction in connection with the Service.
You represent that Customer Data is free and clean from any hazards such as viruses, malware, trojans, botnets and the like.

Customer Data

In order to access the Platform you may be required to register a web account, by creating a username and a password (the “Account” and the “Account Information”, respectively). Any registration information that you provide to Company must be accurate, current and complete, and you shall be solely responsible for maintaining the confidentiality of the Account Information and for any actions carried out through the Account, whether or not such actions were taken by you or by any third party while using the Account Information provided to you. Company may access your Account in order to respond to your support requests.

You will be solely responsible for uploading any software code or other relevant data to the Platform for the use of the Tool. Any software code and/or data uploaded onto the Platform by yourself and/or your employees and/or service providers, including without limitation the Account Information, shall be referred to herein as “Customer Data”. You are solely responsible to maintain an adequate backup of any data you provide and/or upload to the Services. The Company does not guarantee that any such data will be available through the Services. Do not rely upon the Services as a storage space for such data.

The following rules govern the security of your Account(s) and Account Information:

You may not share your Account(s) or Account Information, nor let anyone else access your Account or do anything else that might jeopardize its security.
In the event you become aware of, or reasonably suspect any, breach of security, including, without limitation any loss, theft, or unauthorized disclosure of your Account Information or unauthorized access to your Account(s), you must immediately notify the Company and modify your Account Information;
You are solely responsible for maintaining the confidentiality of the Account Information, and you will be responsible for all uses of your Account Information, including purchases, whether or not authorized by you;
You acknowledge that your Account(s) may be terminated in case of unauthorized use, in the event of a violation of these Terms or upon any improper or illegal use. You shall be responsible for any actions carried out through your Account(s), whether or not such actions were taken by you, including, for the avoidance of doubt, actions taken by third parties.
You agree to monitor your Account(s) and ensure that is it not used by any individual barred from accepting these Terms and/or receiving the Services under the provisions listed herein or any applicable law. You shall accept full responsibility for any unauthorized use of the Services;
The Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.

Company shall have no liability for any malfunctions, errors or non-performance of any Customer Data, and Company shall have no obligation to monitor Customer Data for accuracy, completeness or proper performance, all of which are your sole responsibility. Nonetheless, if Company deems such action necessary due to your breach of the Terms, Company may: (i) remove Customer Data from the Platform, or (ii) suspend your access to the Platform. Company will endeavor to alert you of such actions and give you a reasonable opportunity to cure the breach, however if Company determines in its sole discretion that your breach endangers the Platform and/or the information of other users, Company may suspend your access immediately without notice. Company will continue to charge you for the use of the Tool during any suspension period. Company will have no liability for removing or deleting any Customer Data from, or suspending your access to, the Platform as described in this Section ‎3.

Company will be entitled to use Customer Data, during the engagement hereunder and thereafter for an unlimited period of time, for the purpose of providing the Services, for providing technical support and for analyzing and improving the Platform. Upon request by you Company will promptly remove and delete any Customer Data except that a single archival copy may be retained solely for the purpose of ensuring compliance with the engagement hereunder.

Any personal information you provide to us when creating or updating your Account(s), which may include, inter alia, your name and e-mail address, will be held and used in accordance with our Privacy Policy available at https://www.certora.com/privacy/ (the “Privacy Policy“) which constitutes an integral part of these Terms. You agree that you will supply accurate and complete information to us, and that you will update that information in case of any change. You represent and warrant that you have full right and authority to provide the Company with the foregoing information, including, without limitation, any third party’s consent, to the extent required under any applicable law.

You acknowledge that the security of information (including payments) transmitted via the Internet cannot be guaranteed, and any losses incurred or sustained by you as a result of transmitting information by means of email or other internet links, shall be borne solely and exclusively by you. In no event, shall any such losses be borne, in whole or part, by the Company.

Payments

You agree to pay for using the service in accordance with the pricing plans outlined in Company’s Pricing Page, or alternatively as otherwise agreed between the parties in writing (the “Privacy Policy“). You shall provide your residential country which will be used to determine any VAT or sales tax implications in certain countries.

All prices and fees indicated in the agreed pricing are net and exclusive of any taxes (including without limitation any VAT or other sales tax), customs, tariffs or other charges or fees, all of which will be added to such prices and fees and borne exclusively by you. No amounts shall be set off by you for any reason whatsoever from any payments due to Company hereunder.

Company will invoice you periodically as shall be set forth in the agreed pricing. Payment will be due within thirty (30) days from the date of invoice and shall be made in U.S. dollars by way of a bank transfer for the invoiced amount to Company’s bank account designated in such invoice or as otherwise designated by Company.

Term; Termination

These Terms will remain in effect as long Company provides you with the Services. The Company and you may elect to terminate the engagement under these Terms, without cause, by providing thirty (30) days’ prior written notice to the other party.

If you violate the Terms, Company reserves the right to issue you a warning regarding the violation or to immediately terminate or suspend the Services. You agree that in such case Company does not need to provide you notice before terminating or suspending your Account(s), but it may provide such notice in its sole discretion.

Either party shall have the right to immediately terminate the engagement hereunder, upon written notice, in the event the other party files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged within 30 days.

Upon termination or expiration of the engagement hereunder you shall immediately cease to use the Service and Company will have a right to remove or delete any Customer Data or any other data relating to you.

Notwithstanding the above:

any termination or expiration shall not relieve you from any payment obligation with respect to all Service rendered prior to such termination or expiration;
any termination shall be in addition to, and not a waiver of, any remedy at law or in equity available to either party arising from the other party’s breach of these Terms and\or the Privacy Policy;
sections ‎7 (“Intellectual Property Ownership”), ‎8 (“Warranty Disclaimer; Limitation of Liability”), ‎9 (“Indemnification”), ‎10 (“Confidentiality”) ‎14 (“Governing Law”) and ‎15 (“General”) herein, shall survive any termination or expiration of these Terms.
Company may, during and after the duration of the engagement hereunder, make reasonable use of your name in advertising, promotional or sales literature.

All materials, including but not limited to any computer software (in object code and source code form, but with the exception of Customer Data), data or information employed by Company pursuant to the Terms hereunder, and any know-how, methodologies, equipment, or processes used by Company to provide the Platform and the Service, including without limitation all patent, copyright, trade secret and any other proprietary rights therein, are and shall remain the sole and exclusive property of Company. Further, it is hereby agreed that any and all inventions, developments, source codes, improvements, mask works, trade secrets, modifications, discoveries, concepts, ideas and/or designs, including any derivative works, modifications and any proprietary information (including, without limitation, those that which may be provided by you in the scope of your use of the Service), whether or not patentable or otherwise protectable, and all intellectual property rights associated therewith, which are invented, made, developed, discovered, conceived or created, in whole or in part, independently by Company, or jointly with others (including yourself), in connection with the Service shall be the sole and exclusive property of Company.

Intellectual Property Ownership

The Customer Data is and shall remain your sole and exclusive property and shall be considered your Confidential Information (see Section ‎10 below). You hereby grant Company a non-exclusive, worldwide, royalty-free license to store, host, display and otherwise use the Customer Data, during the term of the engagement hereunder, solely as necessary for provision of the Service and customer support.

You agree that Company may collect general, aggregated, non-personally identifiable information regarding data about your usage of the Service, and use such information for statistical purposes and to improve the Platform. In addition, any feedback, suggestions, ideas or other inputs that you provide to Company in connection with Service, may be freely used by Company to improve or enhance the Platform and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by you as aforesaid, shall vest solely with Company. You shall not have any liability or responsibility in connection with Company’s use of such information.

Warranty Disclaimers; Limitations of Liability

You acknowledge that the Services are being provided ‘as-is’ and, to the fullest extent permitted by law, company expressly disclaims any and all warranties with respect to the Services, whether express or implied, including, without limitation, any warranty of merchantability, fitness or suitability for any particular purpose, non-infringement, satisfactory quality, that any customer data and/or other data stored with Company will be secure or otherwise not lost or damaged, or that the service will be uninterrupted or error free. Company makes no warranties or representations about the accuracy or completeness of the content of the Services, the Tool’s assessment and evaluation, nor do Company assume any liability or responsibility for errors, mistakes, inaccuracies, non-suitability or non-conformity of any analysis, evaluation, assessment or content of the Tool, including the inability of the Tool to identify any bugs or errors.

Company shall make commercially reasonable efforts to ensure that the Platform will be accessible and functional on a continuous basis, with the exception of scheduled maintenance periods, as shall be notified in advance by Company to you. The foregoing notwithstanding, you acknowledge that the Services may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond Company’s reasonable control or not reasonably foreseeable by Company, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. If the Platform becomes inaccessible or is not fully functional, other than due to scheduled maintenance, Company shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible.

Company strives to keep its Platform secure, but cannot guarantee that it will always be successful at doing so given the nature of the internet. Accordingly, Company undertakes to employ commercially reasonable measures which are customary in the industry in which Company operates (including, among other measures, encryption of Customer Data) in order to secure the Platform and any Customer Data stored or hosted on the Platform. Company will have no liability towards you and/or any third party for any unauthorized access to, or copying or use of, any Customer Data, or any resulting corruption, deletion, destruction or loss thereof, except if it did not employ commercially reasonable measures to secure the Platform and any Customer Data as set forth above.

Notwithstanding anything to the contrary herein, except in connection with a breach of confidentiality or intellectual property rights, fraud, intentional misrepresentation or willful breach, or under the indemnification obligations set forth in Section ‎9 below:

in no event shall either party or anyone on its behalf be liable for any indirect, incidental, special, punitive or consequential damages of any kind, including without limitation any loss of actual or anticipated revenue, customers, business, goodwill, savings, profits or lost data, in connection with this engagement and the Service hereunder, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if such party has been advised of the possibility of such damages; and
in no event shall the total and aggregate liability of either party for any claim under any cause of action in connection with this agreement and the service, exceed the aggregate amount of fees actually paid to Company by customer under this agreement in the 12 months period preceding the relevant alleged occurrence.
Indemnification

You agree to indemnify and hold harmless Company and its officers, directors, employees, affiliates and agents, from and against any and all losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys’ fees, expert witness fees and court costs) incurred by Company or its affiliates with respect to any claim, action, suit or proceeding brought by third parties arising out or of in connection with a claim that the Customer Data, and/or the display, access to and/or use of the Customer Data, infringe, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other right of any third party. Company shall promptly notify you of any such claim and shall permit you to control the defense thereof, subject to allowing Company to participate in such defense at Company’s expense. You shall not, except with the consent of Company, agree to the entry of any judgment or enter into any settlement which does not include a complete and unconditional release for Company from all liability in respect to such claim, suit or proceeding.

Confidentiality

A party disclosing its proprietary or confidential information shall be referred to as the “Disclosing Party”, and the party receiving such proprietary or confidential information shall be referred to as the “Receiving Party”. The Receiving Party shall keep any confidential and proprietary information (the “Confidential Information”) of the other party in strict confidence, and shall prevent and protect the Confidential Information from unauthorized disclosure or use. The Receiving Party shall not disclose any or all of the Confidential Information of the Disclosing Party (including methods or concepts utilized therein) to anyone, except to Receiving Party’s employees and/service providers on a need-to-know basis. Receiving Party shall notify each employee to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such employee, and shall ensure that such employee shall be bound, prior to such disclosure, by a confidentiality undertaking with terms not less restrictive in comparison to the terms set forth hereunder. Receiving Party shall remain responsible for its employees’ compliance with the terms hereof.

Information shall not be considered Confidential Information if such information:

was known to Receiving Party prior to the disclosure by Disclosing Party; or
was at the time of disclosure to Receiving Party, or subsequently became, generally available to the public through no act of Receiving Party;
was received by Receiving Party from a third party without restrictions as to disclosure;
was independently developed by Receiving Party without use of or reference to the Confidential Information of the Disclosing Party; or
required to be disclosed by a court or governmental authority or by applicable law or regulation, provided however, that (a) Receiving Party notifies Disclosing Party of such disclosure, to the extent not limited by law; and (b) to the extent possible, provides Disclosing Party with the opportunity to oppose the disclosure or obtain a protective order.

Receiving Party shall promptly report to Disclosing Party any unauthorized disclosure or use of Disclosing Party’s Confidential Information of which it becomes aware, and shall take such further steps as may reasonably be requested by Disclosing Party to prevent unauthorized use.

Receiving Party acknowledges and agrees that a violation of any of its Disclosing Party’s proprietary rights, including without limitation, violation of the confidentiality undertakings hereunder, may cause significant harm to Disclosing Party, that monetary damages would be inadequate to remedy. In the event of such a violation, Receiving Party agrees that in addition to any other rights and remedies Disclosing Party may have, Disclosing Party may seek an injunction (whether temporary, preliminary or final) in a court of competent jurisdiction against it upon the request of Disclosing Party, without bond.

Rules of Conduct and Usage

You undertake that you shall not defraud, or attempt to defraud, the Company or other users, and that you shall not act in bad faith in your use of the Services and/or the Tool. If the Company determines that you have acted in bad faith and/or in violation of these Terms, or if the Company determines that your actions fall outside of reasonable use, the Company may, at its sole discretion, terminate your Account(s) and prohibit you from using the Services and/or the Tool without derogating from any other remedy available under law. You agree that your use of the Services and/or the Tool shall be lawful and that you will comply with the usage rules. In furtherance of the foregoing, and as an example and not as a limitation, you agree that you shall not:

Copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile, modify or alter any part of the Services, and/or the Tool;
Upload or transmit (or attempt to upload or transmit) files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Services, and/or the Tool;
Violate the contractual, personal, intellectual property or other rights of any party including by using, uploading, transmitting, distributing, or otherwise making available any information or material made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
Rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account(s) to anyone without the Company’s prior written consent;
Engage in any fraudulent activity, including with respect to payment methods;
Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Services;

Notices

Notices to you may be made via the Platform and/or the e-mail address you provided for opening the Account. The Company may also provide notices of changes to these Terms or other matters by displaying notices or links to notices in the Platform.

Governing Law

By using or accessing the Services, you agree that the laws of Israel, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and the Company. Any claim or dispute between you and the Company that arises in whole or in part from your use of the Services shall be decided exclusively by a court of competent jurisdiction located in Tel Aviv, Israel, to the exclusion of any other courts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-convenient with respect to venue and jurisdiction in the courts of Tel Aviv, Israel. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

General

Company reserves the right, in its sole discretion, to revise or modify these Terms at any time, and you agree to be bound by such revisions or modifications. You will be updated of any revision or modification of these Terms, and your continued use of the Services after a change or modification thereof will constitute your acceptance of the revised Terms. The terms and provisions herein contained constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matter hereof. These Terms may only be amended by a written document executed by both parties. If any provision of the engagement hereunder is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the engagement hereunder shall otherwise remain in full force and effect and enforceable. Neither you nor the Company shall be liable for any delay in performing its obligations (except for payment obligations) hereunder if such delay is caused by factors reasonably beyond its control, including without limitation acts of God, war, riot, fire, explosion, flood, earthquake or technical or technological failure (“Force Majeure”). Subject to the party so delaying promptly notifying the other party in writing of the reasons for the delay (and the likely duration of the delay), the performance of such party’s obligations shall be suspended during the period of Force Majeure and such party shall be granted an extension of time for performance which shall be equal to the period of the delay. Nothing contained in the engagement hereunder shall be construed to constitute the parties to be partners or joint ventures with or agents for one another. Neither party shall have the authority to bind the other party in any manner whatsoever.

For any questions about these Terms or any other issue regarding The Company or the Services please contact us at: ea@certora.com.

Last update: September 14, 2023.