Legal

Last updated:May 9, 2022 (v1.3)

About The Commons Project Foundation (“TCP”). TCP is a 501c3 non-profit charitable organization that promulgates open standards for SMART health cards (in collaboration with VCI) and TCP provides technologies and services related to its charitable mission of unlocking the full potential of technology and data for the common good, including accelerating interoperability of data, enabling verifiable data and credentials, supporting improved health for all through data access, reducing the burdens of government and creating sustainable technologies, services and programs related to the foregoing, including building and providing digital services to: (i) individuals as a way to document their verifiable health status for travel or other purposes, and (ii) organizations and governments for digital services to to validate such verifiable health credentials (“Charitable Purpose”)

Binding Agreement. This CommonCheck Service Terms & Conditions, together with its Schedules (together, these “Terms”) comprise a binding legal agreement between The Commons Project Foundation (“TCP”, “we “, or “ours”) and you (“you” “your” “yours”) (each, a “Party”, and together, the “Parties”).These Terms governs your use of or access to the services of processing and verification of traveler data by TCP in relation to the Charitable Purpose, whether on the CC portal (the “Portal”) or other web property (including mobile and web-based applications, and their functions and services (collectively, the “CC Service”) provided by TCP, TCP Representatives and/or TCP Contractors (as defined below). For the avoidance of doubt, CC Service may include the OCR/Manual Review Services, the Rules Engine Services, and any other additional service (“Additional Services”) that TCP may provide to you, in accordance with the Terms. The Additional Services may be subject to their respective terms and conditions, which are set out in the Schedules to these Terms and are incorporated into the Terms. By using the CC Service, you agree to the terms and conditions herein. You understand that you are responsible and liable for the acts and omissions of anyone accessing or using the CC Service on your behalf, including such person’s or entity’s failure to comply with these Terms. If a person or entity or Authorized User is using the CC Service on your behalf or by any other means, then as used herein “you” or “your” will include any such person(s) or entity(ies). References to “you” or “your” shall include your Authorized Users. Any prohibited activity herein includes a prohibition on you assisting any third party in such activity. If you disagree with any of the terms or conditions in these Terms, TCP does not grant you any right or license to use the CC Service. Your access to or use of the CC Service shall be deemed to be an acceptance of these Terms.

Summary of Changes Made 

Logo update, addition of sections on Verification, IP, illegality of presenting fraudulent Verifiable Credentials or health certificates, update to Disclaimers and Limited Liability, language clarifications, and adding terms and conditions for Additional Services.

DEFINITIONS

As related to the CC Service, “access” or “use” means any use of the CC Service; and/or any use of the CC Specifications or information including any use of the services or data types described within the CC Specifications or information provided to you by TCP or any TCP Representative or TCP Contractor.

“Affiliate” of a Party means an entity that controls, is controlled by or is under common control with that party, where “control” means the power to direct the management and policies of such entity or ownership of at least fifty percent (50%) of such entity, and includes that entity’s officers, directors, agents, employees, and permitted successors and assigns. 

“Authorized Users” means your agents, representatives, and any person or entity acting or apparently acting on your behalf by accessing the CC Service. 

“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of CommonCheck, TCP, TCP Representatives and TCP Contractors, including all copyrights related thereto whether now existing or in the future, each as may be updated by TCP, TCP Representatives and TCP Contractors from time to time.

“CC Data” means any data, information, instruction or content which you provide to TCP, TCP Representative or TCP Contractor or that any of the foregoing provide to you related to using the CC Service. 

“CC Specifications” means all information and documentation TCP (or any TCP Representative or TCP Contractor) provides related to the CC Service and any TCP-supplied (or TCP Representative/TCP Contractor-supplied) information, implementations or methods of using or delivering the CC Service. 

“Entry Rules” means the rules promulgated by a country or other jurisdiction detailing the entrance requirements for a border crossing or entry of an in-bound natural person (such as travelers, passengers, residents and citizens).

“OCR/Manual Review Services” has the meaning given to it in the terms and conditions set out in Schedule 1 of these Terms and Conditions..

“Rules Engine Services” has the meaning given to it in the terms and conditions set out in Schedule 2 of these Terms and Conditions.

“Service Fee” means the fee that you pay for the use of CC Service and the Additional Services (if any). If you are participating in a trial or demonstration of the CC Service or the Additional Services, no Service Fee will apply to your use of CC Service or Additional Services (as the case may be).

“TCP” means The Commons Project Foundation. 

“TCP Contractor” includes any third-party contractor, subcontractor, collaborator, vendor or partner that collaborates with TCP for the purpose of the CC Service.

“TCP Representative” includes any employee, corporate affiliate, agent, representative that may be used in exercising TCP’s rights or obligations under these Terms. 

“Verifiable Credentials” shall refer to tamper-evident data in a machine-readable format (i.e. expressed as structured code) that contain information / pertain to a certain data point about a natural person or legal entity, and are compatible with / supported by the  CC Service. 

“Verification” shall refer to CC Service’s usage and access to third party content, services, facilities and functions which allows the CC Service to verify with third parties (including third party issuers, partners and vendors) in relation to the retrieval of your output, data, information and/or file through the scanning of a Quick Response code (“QR Code”) presented by you, or through other means.

YOUR OBLIGATIONS

You represent, undertake and warrant that: 

(a) you have full capacity and authority to (and do) accept and agree to these Terms; 

(b) you have not previously been suspended or prohibited from using CC Service; 

(c) you will comply with all applicable laws and regulations with respect to your activities on and in connection with the CC Service; 

(d) you will comply with all applicable security or encryption standards, rules, procedures and guidelines; 

(e) you are in compliance with the OFAC and Sanctions provisions herein;

(f) you will provide authentic and truthful information when using CC Service and you will not use any fraudulent credential or make any misrepresentation, intentional omission or error; and

(g) You must be at least 16 years of age and comply with the terms of these Terms and applicable Privacy Policy to use the CC Service.

GRANT OF RIGHTS TO USE THE COMMONCHECK SERVICE

Permission to Use. Subject to your compliance with all the terms and conditions of these Terms, and payment of the applicable Service Fee, TCP grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the CC Service, solely for the purposes of use of the CC Service as stated in these Terms. 

Revocation/Suspension If TCP believes, in its sole discretion, that you have violated or attempted to violate any term, condition or the spirit of these Terms, the licenses and services granted under these Terms may be temporarily or permanently suspended or revoked. It is illegal to, and you shall not, use or present any fake or fraudulent Verifiable Credential or other health certificate. TCP will use reasonable good faith efforts to notify you in advance of such suspension or termination, unless in TCP’s sole discretion TCP deems it necessary to take immediate action, in which case TCP will promptly notify you thereafter. 

No Implied Licenses. Except as expressly provided herein or as agreed by the parties in a separate written agreement, nothing in these Terms will confer upon the other Party any right, title, or interest in the trademarks, logos, symbols, service marks, intellectual property, or confidential information of the other party. 

Reservation of Rights. TCP reserves all rights not expressly granted to you herein. As between you and TCP, TCP (and its applicable licensors) retains all intellectual property rights (including all patent, trademark, copyright, brand, database and other proprietary rights) in and to the CC Service, CC Data, all TCP websites, portals, widgets, TCP’s confidential information, programs and services, as well as any derivative works in connection with the foregoing. Our programs and software are licensed, not sold, to you, and you may only use them as permitted by these Terms. This license does not transfer any title in the CC Service to you. 

Usage Monitoring. You will not take any action designed to or with the effect of concealing your usage of the CC Service, nor will you take any action to interfere with TCPs (or its Representatives) monitoring of your usage. TCP reserves the right to impose limits on certain features and services or restrict your use of access to or use of parts of the CC Service and/or TCP’s websites without notice or liability to you. 

MAINTENANCE AND SUPPORT

We have no obligation to provide any maintenance, support or other services in relation to the CC Service, including not providing any telephone assistance, documentation, error corrections, updates, upgrades, bug fixes, patches, and/or enhancements. Your access to and/or use of the CC Service may also be interrupted, suspended or restricted when we provide any maintenance, support or other services in relation to the CC Service.

VERIFICATIONS UNDER THE COMMONCHECK SERVICE

Verification is not for the purpose of any medical treatment or other medical/health purpose. Verification is not intended to be a substitute for any medical or professional judgment of identity and/or health status, and you agree to exercise due care and caution in using the CC Service and any data and Verifications received through the CC Service. You shall be solely responsible for all decisions and actions taken or not taken involving any Verifications of your credentials or their associated information resulting from or in any way related to the use of the CC Service and any data transmitted or received through the CC Service. To the maximum extent permitted by law, TCP, the TCP Representatives and TCP Contractors shall not be responsible or held liable for any inaccuracies, misrepresentations, omissions, errors or falsehoods contained in the information provided by you to the CC Service, and/or by any third parties in connection with your use of the CC Service, including but not limited to in any QR Codes, digital or other credentials, Entry Rules or other information provided to the CC Service. TCP, TCP Representatives and TCP Contractors are not responsible for any unverifiable result or output, nor any non-performance of any credential or Verification. TCP, TCP Representatives and TCP Contractors make no warranty or representations that any particular credential or all credentials will be verifiable. TCP, TCP Representatives and TCP Contractors will not be liable for any losses arising from any unreadable, unverifiable credential or non-performance of any Verification.

The CC Service may provide features, functionalities and/or services, provided or offered by TCP, TCP Representatives and/or TCP Contractors, that may, whether acting on your instructions or otherwise, generate, create, provide, issue, store, process, manage, claim, facilitate, transfer, share and/or transmit Verifiable Credentials and/or data associated with such Verifiable Credentials between you and other third parties on or through the CC Service and/or third party websites.

You acknowledge and agree that: (a) we are not party to and are not bound by any oral or written agreement entered into between you and any other party;

(b) you have no authority to (and shall not) make any statement, representation or claims nor give any warranties or enter into any binding commitments or agreements on our behalf; 

(c) to the maximum extent permitted by law, TCP, TCP Representatives and TCP Contractors) disclaim all responsibility and liability for (a) any use of Verifications between you and other third parties; (b) any act or omission in connection with the Verifications, whether or not such acts, omissions, transactions and activities have been facilitated by us or conducted on or through the CC Service; (c) any inaccuracies, misrepresentations or falsehoods contained in the contents of the Verifiable Credentials or certificates; (d) any interference, hacking, theft or interception by third parties, or for the security, integrity or confidentiality of the Verifiable Credentials; and (e) the display, disclosure, transfer and sharing of the Verifiable Credentials through the CC Service by you or any third-party. 

The TCP, TCP Representatives and TCP Contractors shall be entitled to and have the discretion to impose any guidelines, rules, terms and conditions on you from time to time in connection with your use of the  CC Service.

REQUIREMENTS OF USE AND ACCESS

Compliance. You must comply with all applicable laws and regulations, third-party rights, TCP policies and all terms and conditions of these Terms in connection with your use of the CC Service. You will not knowingly infringe the intellectual property or any other rights of any third party. 

OFAC & Sanctions. You represent, warrant and covenant that neither you, nor, to your knowledge any of your agents, or representatives, is an individual or entity (“person”) that is, or is owned or controlled by persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority each as may be updated from time to time (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including currently, Crimea, DNR and LNR regions of Ukraine, Cuba, Iran, North Korea and Syria). You, to your knowledge your representatives, and agents, are in compliance with all applicable Sanctions, export control and other trade laws and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder to the extent applicable (the “FCPA”) and any other applicable anti-corruption law, in all material respects. TCP will have the right to terminate these Terms immediately without prior notice for breach of any of the foregoing representations, warranties and covenants. You will indemnify and hold harmless TCP and its Representatives from any breach of the foregoing representations, warranties and covenants, which indemnity shall survive any termination of these Terms for any reason. 

Anti-Corruption and Anti-Bribery. You will not offer or provide money, gifts, or any other things of value directly or indirectly to anyone in order to improperly influence any act or decision relating to TCP or these Terms, including by assisting any party to secure an improper advantage. Training and information on compliance with these requirements are available at www.learnfoundationlaw.org

Security & Privacy. You must comply with TCP’s Privacy Policy and information security requirements that are provided to you or available on TCP web properties or otherwise provide to you, as may be updated from time to time by TCP. If you discover or suspect any security flaw or security issue related to your use of the CC Service, you will immediately report the issue to Privacy@TheCommonsProject.org. You will not (a) interfere with, modify or disable any features, functionality or security controls of the CC Service, nor defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the CC Service or attempt any of the forgoing. All information you provide in connection with your use of the CC Service must be free of viruses, bots, and any other computer elements that may potentially damage, interfere with, intercept, or exploit any of TCP’s, TCP Representative’s and/or TCP Contractor’s server, system, technology, product or information.

PROHIBITED USES

Prohibited Uses. You and any Authorized Users are prohibited from (or attempting): (i) using the CC Service except as expressly permitted under these Terms; (ii) interfering with the proper workings of the CC Service or interfering with any monitoring of the CC Service by TCP, a TCP Representative, and/or any TCP Contractor; (v) using any automated means other than the CC Service (such as agents, bots, scripts or spiders, or the like) to access, query, or otherwise collect TCP-related information (including CC Data) from any of TCP’s or TCP Representative’s and/or,TCP Contractor’s sites or servers; (vi) attempting to bypass or circumvent any of TCP’s, TCP Representative’s or TCP Contractor’s security measures relating to the CC Service; (vii) taking any action that intentionally imposes a strain or burden on TCP’s, or TCP Representative’s and/or TCP Contractor’s infrastructure, CC Service, or failing to cooperate with TCP to alleviate such burden; (viii) using or combining the CC Service with software offered under an open source license which either: creates any obligation or grants to any third party any rights under TCP’s or its licensor’s intellectual property rights or the rights of TCP Representatives or TCP Contractor; (ix) providing to TCP (or any TCP Representative or TCP Contractor) any personally identifiable information of other third parties in connection with your access to or use of the CC Service without obtaining such person’s express, affirmative and informed consent; (x) reverse engineering, decompiling, disassembling or deriving source code, coping, modifying or creating derivative works of the CC Service, or CC Specifications, or TCP’s confidential information; (xi) export, extract, or otherwise scrape content for use outside the CC Service or otherwise use the CC Service to create a product or service with features that are substantially similar to the CC Service or that re-create the features thereof; (xii) transmitting code, files, scripts, agents, or programs (including viruses or malware) intended to do harm to TCP, TCP Contractors, or the CC Service (xiii) use the CC Service to transmit or store any content or communications that is illegal, harmful, unwanted, inappropriate; or (xiv) use the CC Service in violation of any laws or regulations including but not limited to: International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; Export Control Laws, the United States HIPAA regulations or the General Data Protection Regulation (EU) 2016/679; (xv) provide any CC Data to any third party, except as as required by applicable laws or regulations; (xvi) reuse or disseminate CC Data for any purpose except as agreed under the Agreement; (xvii) access or use the CC Service to verify the identity or credentials of an individual who is under the age of 16; or (xviii) otherwise engaging in (or cause others to engage in) any practice in connection with your use of the CC Service that could reasonably be considered to be unlawful, fraudulent, deceptive, unethical, misleading, or harmful to TCP, its reputation, goodwill, or Affiliates, TCP Representatives, TCP Contractors, the CC TCP Contractors, the CC Service, any other TCP product, service, technology, system. 

TCP Use of Data. TCP uses data as set out in the Privacy Policies. If you become aware of, or suspect, any data use concern, you agree to promptly contact privacy@thecommonsproject.org. You agree to cooperate with TCP to ensure implementation of the provisions of the Privacy Policy, which shall be incorporated herein by reference. You hereby acknowledge that TCP has the right to use and disclose data derived from your usage of the CC Service (as applicable) solely for the purposes of: (i) to operate, provide, manage, test, maintain and enhance the CC Service; (ii) as part of TCP’s business operations, to use and disclose aggregate statistics obtained and/or derived in connection with your use of the CC Service in a manner that prevents individual identification of you or your information; (iii) to protect the CC Service from what, in TCP’s, TCP Representatives’ and/or TCP Contractors’ reasonable determination, is a security or like threat to the CC Service or other TCP products, programs and/or services; and (iv) as may be required by court order or law or requested by a governmental agency. 

CC Software Updates. TCP reserves the right to update, modify, replace or sunset any of the CC Service, at any time in TCP’s sole discretion. You expressly waive any right to assert any estoppel claim, contract claim or any other legal claim relating to the availability of or use of the  CC Service, or related information. TCP may, in its sole discretion, cease providing the current version of the CC Service. 

Feedback. TCP, TCP Representatives and, TCP Contractors will have no liability for any suggestions made or input provided to you in connection with your use of the CC Service, nor for any actions, omissions or changes you make based on such suggestions or input. To the extent that you provide TCP with suggestions, feedback, input designs, ideas, or the like to TCP related to improving, modifying or developing TCP technologies, products, services or TCP future roadmaps (“Feedback”), you hereby grant to TCP a nonexclusive, perpetual, sublicensable, irrevocable, fully paid, worldwide license to use, copy, access, modify, distribute and redistribute such Feedback in connection with TCP’s charitable purpose including expansion, access and broad distribution of its technologies, products and services (whether now existing or developed in the future). 

Intellectual Property (IP). As between us, you acknowledge and agree that all rights, title and interest (including but without limitation to intellectual property rights) in and to the CC Service (including the underlying software, CC related documentation made available to you through the services, including any modifications or derivative works associated thereto), as well as our inventions, patents, trademarks, trade names, logos, processes, know-how, data, code, documents and any other materials created or provided by us or obtained from us in connection with this the CC Service or these Terms (“CommonCheck IP”) belong exclusively to TCP (and its licensors).

SERVICE FEES

You are responsible to pay the Service Fee for the use of CC Service. Service Fees are per use of the CC Service, and may be subject to any additional terms and conditions in accordance with the Schedules as attached herein. You are responsible to pay any applicable taxes or VAT or like changes based on applicable laws and regulations applicable to you.

Disputes & Refunds. Any Service Fee dispute must be submitted to Finance@TheCommonsProject.org If TCP determines that CC Service Fees were incorrectly overcharged, TCP will issue a credit equal to the incorrect amount. Unless otherwise required by law, TCP has no obligation to refund by any means other than a credit for future use. To the fullest extent permitted by law, you waive all claims relating to CC Service Fees unless claimed within 60 days after charged (this does not affect your rights with your credit card issuer). Nothing in the Agreement obligates TCP to extend credit to any party. 

Brand Features. The Brand Features are either owned by TCP or licensed to TCP. You acknowledge that you have no right, title, interest in and to the CC Service and its Brand Features, and you agree not to challenge the validity of our ownership of or rights to the CC Service and its Brand Features. You shall not reproduce, republish, distribute or otherwise exploit any content of the CC Service and its Brand Features in any way without our prior express consent, which may be withheld for any or no reason. You may not state or imply that TCP or any TCP Representative and/or TCP Contractor is a medical provider, doctor, diagnostic- or vaccination provider, maker of any vaccine, diagnostic, medical intervention or the like. You may not use any Brand Feature to disparage TCP, TCP Representatives, TCP Contractors, or its products, services, technologies, or any subsequent versions thereof and successors thereto. You will not alter or remove any Brand Features, identification, trademark, copyright, or other notice from any aspect of the CC Service, or CC Specifications or elsewhere. Except as expressly authorized by TCP in writing, any new, additional, or previously unapproved use by you of TCP’s Brand Features will be subject to TCP’s prior written approval.

PRIVACY POLICY

CONSENT. You acknowledge that you have read the Privacy Policy and agree that we and Affindi Pte Ltd (which is a TCP Contractor) may collect, process, and/or use information and data that may be necessary for your use and/or access to the CC Service. Any personal data or information which you may provide to us is subject to the Privacy Policy, which is incorporated by reference into these Terms. 

The Privacy Policy sets out details including the identity of the controllers and processors involved in processing your data, the purpose for each of the processing operations, the data which is collected and used, the right to withdraw consent at any time, additional information as required by the law.

You agree that (a) we and the TCP Contractor above are merely processing and temporarily storing data on your behalf for the purpose of providing the CC Service and any related Verification; (b) to the extent that you provide us with the personal data of any third party for us to process such data on your behalf, you represent and warrant that you have properly and validly obtained from the third party all requisite consents; and (c) you are responsible for compliance with your obligations under applicable data protection laws with respect to such personal data.

DISCLAIMERS & LIMITED LIABILITY

Limited Liability. Except a provided herein, each Party’s total aggregate liability for damages arising out of or relating to the Agreement is limited to One Hundred USD $100; provided nothing in these Terms excludes or limits either Party’s liability for: (a) your infringement of TCP’s, or TCP’s Representatives’ and/or TCP Contractors intellectual property rights; (b) payment for CC Service Fees accrued and owed to TCP; (c) a party’s gross negligence, fraud, or willful misconduct, (each whether by act or omission), or (d) matters for which liability cannot be excluded or limited under applicable law. 

General Disclaimer NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR INTERRUPTED ACCESS TO INFORMATION, DATA OR OTHER SIMILAR DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH these Terms, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Medical & Other Disclaimers. TCP DOES NOT (NOR DO ANY TCP REPRESENTATIVES, TCP CONTRACTORS, NOR THE CC SERVICE, NOR VERIFICATIONS) PROVIDE (NOR ARE FOR THE PURPOSE OF) MEDICAL ADVICE NOR ADMINISTER ANY DIAGNOSTIC MEDICAL TESTS, VACCINES OR OTHER HEALTHCARE INTERVENTIONS, NOR COLLECT OR ACCEPT ADVERSE EVENT REPORTING. TCP MAKES NO ENDORSEMENT OR REPRESENTATION AS TO THE ACCREDITATION, LICENSING OR GOOD-STANDING OF ANY HEALTHCARE PROVIDER, LAB, MANUFACTURER, OR OTHER HEALTH-RELATED ENTITY UNDER APPLICABLE STATE, FEDERAL, NATIONAL OR SUPRANATIONAL LAWS AND REGULATIONS. TCP, TCP REPRESENTATIVES AND TCP CONTRACTORS EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY DAMAGES RELATED THERETO INCLUDING CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUES OR PROFITS, ANY LOSS OF DATA, INTERRUPTED OR DELAYED ACCESS TO INFORMATION, AND OTHER DAMAGES, AND ANY INJURY OR CLAIM ARISING OUT OF OR CONNECTED IN ANY WAY WITH ANY DIAGNOSTIC TESTING, MEDICAL TREATMENT, VACCINATION OR OTHER HEALTHCARE INTERVENTION OR AS OTHERWISE PROVIDED, SPONSORED, OR PROMOTED BY YOU OR ANY THIRD PARTY OR BY YOUR OR ITS EMPLOYEES, AFFILIATES, REPRESENTATIVES, COLLABORATORS, AGENTS, AND / OR (SUB)CONTRACTORS. TCP DOES NOT (NOR DO ANY TCP REPRESENTATIVES,  OR TCP CONTRACTORS, MAKE ANY DECISIONS OR REPRESENTATIONS ON BEHALF OF ANY GOVERNMENT, NOR INFLUENCE ANY GOVERNMENT DECISIONS OR POLICIES (INCLUDING TRAVEL/ COVID OR OTHER POLICIES).

AS-IS THE SERVICES, VERIFICATIONS, THIRD PARTY MATERIALS, CONTENT, SERVICES, API, API CREDENTIALS, API SPECIFICATIONS, API DATA, FUNCTIONS, OUTPUTS, DATA AND OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. NOTWITHSTANDING ANY OTHER PROVISION OF these Terms AND TO THE FULLEST EXTENT PERMITTED BY LAW, TCP, TCP REPRESENTATIVES AND TCP CONTRACTORS DISCLAIM ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN RELATION TO THE SERVICES, INCLUDING WITHOUT LIMITATION TO ALL CONDITIONS AND WARRANTIES OF SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, CORRECTNESS, CURRENCY, TIMELINESS, RELIABILITY, OPERABILITY, AVAILABILITY, TITLE, QUALITY, MERCHANTABILITY, INTEROPERABILITY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SERVICES AND VERIFICATIONS OR ANY FUNCTIONS ASSOCIATED THEREWITH WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, MALFUNCTION, DISRUPTION, VULNERABILITIES, DEFECTS, BUGS, VIRUSES, MALWARE (OR OTHER MALICIOUS OR CORRUPTING CODE OR PROGRAMS), LOSS OF DATA OR ERROR. 

To the maximum extent permitted by applicable law, we make no guarantee, representation or warranties of any kind, whether express or implied:

(a) regarding the timeliness, reliability, accuracy, completeness, accessibility, merchantability, quality, fitness for a particular purpose, operation or usefulness of any portion of the  CC Service;

(b) regarding the availability or appropriateness of the  CC Service;

(c) that the  CC Service or your use of the  CC Service will not infringe the intellectual property or other proprietary rights of any third party; 

(d) that  CC Service will be error-free, continuously available or uninterrupted in operation, unhackable, uncompromisable, free of any data breach (inadvertently or intentionally through interference or interception by third parties) or free of bugs, computer viruses, unauthorised software, or other harmful codes or components not specifically mentioned herein; 

(e) that the CC Service will not be susceptible to any cybersecurity breach or cannot be compromised and/or free of any data breach (inadvertently or intentionally through interference or interception by third parties); 

(f) that the CC Service will contain information that is always timely and accurate; 

(g) that CC Service will operate or function properly on your devices or operating systems. 

Your use of the CC Service is voluntary and at your sole risk. You are solely responsible for:

(a) your use and reliance on any Verification conducted on the CC Service, and the information available through the CC Service; 

(b) any liability, loss or damage that you may incur through use of the CC Service; and 

(c) all decisions or actions resulting from your use of the CC Service and its contents. 

Immunities. NOTHING CONTAINED IN THESE Terms SHALL BE CONSTRUED BY ANY PARTY AS A WAIVER OF ANY GOVERNMENTAL OR SOVEREIGN IMMUNITIES CURRENTLY AUTHORIZED BY LAW OR THAT MAY BE AUTHORIZED IN THE FUTURE.

TERMINATION

We reserve the right to suspend or terminate your access and use of the CC Service, immediately without prior notice and without liability to you, and for any reason. Any licenses expressly granted by TCP in these Terms will terminate if you fail to comply with any provision of these Terms. 

‍Survival. All provisions that by their nature extend past the termination or expiration of these Terms will survive and will continue to bind each Party in accordance with their terms, including without limitation the following Sections (and subsections): Prohibited Uses, Service Fees, Disclaimers & Limited Liability, sub-clauses (a), (b), and (c) under Verifications under the CC Service, Prohibited Uses, Miscellaneous, Definitions.

MISCELLANEOUS

No Partnership, Agency. Nothing in these Terms establishes or shall be deemed to establish a principal-agent relationship, employee-employer relationship, a representative or joint partnership between the Parties, and neither Party shall enter into any contract or commitment on behalf of the other Party. 

Versions. The most current version of these Terms is in the Portal, and supersedes all prior agreements and other communications between you and TCP relating to the subject matter of these Terms. Our Term may be updated from time to time. It is your responsibility to review the most recent Terms. If you do not agree to the most recent Terms you are not authorized to (and should not) use the CC Service. Other terms and conditions may apply to your use of the CC Service depending upon how you access the CC Service. Please see www.CommonCheck.org for details. 

Governing Law & Venue. To the maximum extent permitted by law, the validity of these Terms, the construction and enforcement of its terms, and the interpretation of the rights and duties of the parties shall be governed by the laws of the State of New York. The parties hereto agree that the state and federal courts of New York, New York shall be the proper forums for any legal controversy arising in connection with these Terms, and the parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of such courts for such purposes. 

Assignment. TCP may transfer, assign or novate its rights and obligations to any third party at any time without prior notice to you or your consent. However you may not transfer, assign or novate your rights or obligations under these Terms without TCP’s prior written consent. 

Severability. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. 

Entire Agreement. These Terms comprise the entire understanding of the Parties in respect of the subject matter thereof and supersedes all prior agreements or understandings relating to the same subject matter. 

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SCHEDULE 1 - OCR/Manual Review Terms and Conditions

In addition to the CommonCheck Service Terms & Conditions (“CC T&C”), if you use the OCR/Manual Review Services, these terms (“OCR Terms”) apply.

Recitals:

A. The OCR/Manual Review Services are an add-on service in addition to the CC Service.

B. You may upload health credentials that cannot be analyzed and read by the CC Service. Such credentials may be of a low graphic quality, or that are missing QR Codes, or which contains credentials that are not integrated with the CC Service. The OCR/Manual Review Services is intended to assist with the identification of the contents of these aforesaid health credentials, in the event that the CC Service is unable to provide Verification of your health credentials (“Purpose”).

C. The OCR/Manual Review Service is not a mandatory service for your use of the CC Service. Governments however may require you to upload your health credential to the OCR/Manual Review Service, if your health credential is unable to be verified in accordance with Recital B above.

D. The OCR/Manual Review Services comprises two component services: the Data Extraction Service (as defined below), and the Manual Review Service (as defined below).

E. Data Extraction Service relies on natural language processing to extract information contained in a Health Certificate (as defined below).

F. Manual Review Service is a system that uses a human review process to provide a further round of data extraction, to review the information extracted from the Data Extraction Service. ‍

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1. Relationship to CommonCheck™  Service Terms & Conditions

The OCR Terms apply in addition to the CC T&C (including the Privacy Policy), which may be amended from time to time. To the extent that there is a conflict between the CC T&C and these OCR Terms, these OCR Terms shall prevail.  

Capitalized undefined terms used in these OCR Terms have the meaning given to them in the CC T&C.

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2. Definitions

For the purposes of these OCR Terms, the following terms and those defined within the body of these OCR Terms apply:

“Data Extraction Service” means the service operated and managed by TCP and TCP Contractor(s), in relation to the creation, generation, and processing of Health Certificates.

“Health Certificate” means your health certificate, which contains information in relation to your COVID-19 health data.

“Manual Review Service” means the service that allow for human manual review of Health Certificates, to be conducted by TCP Contractors.

“OCR/Manual Review Services” means the Data Extraction Service and the Manual Review Service.

“OCR/Manual Review Data” means all data, including copies of the Health Certificates, submitted by you, through the OCR/Manual Review Services.  ‍

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3. Use of the OCR/Manual Review Services

3.1. Prohibitions. You shall only upload copies of your Health Certificate, and documents of no other type, for processing by the OCR/Manual Review Services. Without prejudice to the generality of the CC T&Cs, you shall not upload any document or file:

3.1.a. containing code, files, scripts, agents, or programs (including viruses or malware) intended to do harm;

3.1.b. containing content or communications that is illegal, harmful, unwanted, inappropriate, objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public (including content or communications that originate from a hate group or are exploitive, abusive, or hate speech); or

3.1.c. containing personal data or information relating to any other person other than yourself, and/or an individual who is under the age of 16. ‍

3.2 Proper Format. You shall ensure that:  

3.2.a. your Health Certificate is in English;

3.2.b. your Health Certificate is in the following formats: png, jpeg, or pdf format, and is not corrupted, or encrypted in any way that would prevent the OCR/Manual Review Services from processing the information within;  

3.2.c. the image quality of your Health Certificate must be of a reasonable quality;

3.2.d. the information (including, but not limited to, any text, handwriting, stamp, and signatures) contained in your Health Certificate is reasonably legible, full, accurate and complete without tampering, error, forgery, fraud or falsification; and

3.2.e. the Health Certificate contains information that is able to reasonably identify the subject of the Health Certificate, and contains information in relation to you as an individual and the subject of the Health Certificate.  

TCP is under no obligation to ensure that your Health Certificate is in the form that can be processed and reviewed by the OCR/Manual Review Services and makes no representation or warranty that the OCR/Manual Review Services can be provided in respect of any OCR/ Manual Review Data submitted by you. If your Health Certificate does not meet any of the requirements in this Clause 3.2 of these OCR Terms, or otherwise does not meet the criteria of CC Service or the CC T&Cs, you may need to re-submit your Health Certificate, or the CC Service may not be available to you. ‍

3.3. No fraudulent certificates: 

You represent and warrant that:

a. no fraud, falsification, or deception was involved in the issuance or maintenance of your Health Certificate;

b. your Health Certificate has not been tampered with, modified or altered;

c. your Health Certificate is legitimate and authentic; and

d. your Health Certificate is issued by a healthcare organization, entity or individual recognized by the jurisdiction where it was issued and by the relevant destination jurisdiction.

TCP may restrict or deny you access to the OCR/Manual Review Services and/or the CC Service if TCP and/or TCP Contractors is of the view that your Health Certificate fails to meet any of the criteria set out in Clauses 3.2 and 3.3 of these OCR Terms. TCP and/or TCP Contractors are under no obligation to inform you if your Health Certificate fails to meet any of the aforesaid criteria.

3.4. Fees. TCP will provide the OCR/Manual Review Services to you at the rates and for the fees notified to you whether through the CC T&C or otherwise.

3.5. No Fraud Detection. The OCR/Manual Review Services is not, and shall not be construed to be, a fraud detection or prevention service. Neither TCP nor TCP Contractors verifies the legitimacy of any Health Certificate. You are solely responsible for ensuring that the Health Certificate uploaded by you is legitimate. We and TCP Contractors shall not be held liable for any matter in relation to the Health Certificate that you upload to the OCR/Manual Review Services, including, but not limited to, any investigations, screenings, enquiries, and/or border control measures by governmental authorities.

3.6. Error. There may be errors in processing data in Health Certificates, whether in the Data Extraction Service or in the Manual Review Service. The OCR/Manual Review Services is not, and shall not be construed to be an error-proof service. We and TCP Contractors shall not be held liable in connection with any errors in the processing of data in the Health Certificate that you upload to the OCR/Manual Review Services, including, but not limited to, any investigations, screenings, enquiries, and/or border control measures by governmental authorities. ‍

3.7. Warranties and Disclaimers. The OCR/Manual Review Services are provided on an “AS IS” and “AS AVAILABLE” basis, with no warranties whatsoever. We do not make any representation or warranty as to:

3.7.a. the accuracy of the OCR/Manual Review Services and the output generated from the OCR/Manual Review Services; and

3.7.b. the length of time required for the OCR/Manual Review Services to be provided.

You acknowledge that entry into the relevant jurisdiction is subject to approval by the relevant authorities and neither TCP nor any TCP Contractor or TCP Representative is liable for any denial of entry into any jurisdiction.

3.8. Time needed to process Health Certificates. You are responsible for submitting your Health Certificate in a timely manner. Neither TCP nor any TCP Contractor shall be responsible for any delays or denial of entry into the relevant jurisdiction, including any delays or denial of entry resulting from your use of OCR/Manual Review Services. Any estimate provided by TCP or TCP Contractors as to the time taken for the OCR/Manual Review Services to be provided is not a guarantee that the OCR/Manual Review Services will be carried out in that time. Additional processing time may be required if your Health Certificate is of a low graphical quality, and additional resources are needed to identify the data in your Health Certificate. ‍

3.9. Availability: The OCR/Manual Review Services are only available during the hours as may be communicated to you from time to time.

Any Health Certificate submitted after the abovementioned hours will be reviewed on the next day.

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4. Use of Data

The OCR/ Manual Review Data  may be used by TCP, TCP Representatives and TCP Contractors:

a. to provide the OCR/Manual Review Services in accordance with the Purpose;

b. for audit purposes; and  

c. to analyze, develop, and improve the OCR/Manual Review Services.

TCP may provide OCR/ Manual Review Data to TCP Representatives and to TCP Contractors that perform services in connection with the OCR/Manual Review Services.  

Please refer to the Privacy Policy for further details regarding your data rights – including your right to withdraw consent for the use of your data.

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5. Termination TCP may suspend or terminate your access to the OCR/Manual Review Services automatically without notice if:

a. your use of the OCR/Manual Review Services, in TCP’s reasonable opinion, violates any applicable law or regulation or could cause harm to TCP or any TCP Representative or any TCP Contractor;  

b. you breach any of these OCR Terms or the CC T&C; or  

c. TCP terminates your access to the CC Service.

SCHEDULE 2 – Rules Engine Terms and Conditions  

In addition to the CommonCheck Service Terms and Conditions (“CC T&C”), if you use the Rules Engine Services, these terms (“Rules Engine Terms”) apply.

Recitals:

A. The Rules Engine Services may be an add-on service in addition to the CC Service.

B. The Rules Engine Services comprises three component services: the Document Check Service (as defined below), the Personal Details Matching Service (as defined below), and the Traveler Check Service (as defined below).

C. The Rules Engine Services is intended to assist in the verification of the information submitted by you and checking such information against the relevant Entry Rules (“Purpose”).

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1. Relationship to CommonCheck™ Service Terms & Conditions

The Rules Engine Terms apply in addition to the CC T&C (including the Privacy Policy), which may be amended from time to time. To the extent that there is a conflict between the CC T&C and these OCR Terms, these Rules Engine Terms shall prevail.

Capitalized undefined terms used in these Rules Engine Terms have the meaning given to them in the CC T&C.

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2. Definitions

For the purposes of these Rules Engine Terms, the following terms and those defined within the body of these Rules Engine Terms apply:

“Document Check Service” means the service operated and managed by TCP      and TCP Contractor(s), which receives traveler itinerary and a subset of personal details, and which returns the documents that you must submit.

“Personal Details Matching Service” means the service operated and managed by TCP and TCP Contractor(s), in relation to the comparison and matching of Rules Engine Data, against the data submitted by you.

“Rules Engine Services” means the Document Check Service, the Traveler Check Service, and the Personal Details Matching Service.

“Rules Engine Services Documentation” means any documentation that TCP makes available to you relating to the Rules Engine Services, including any instructions, disclaimers, and other materials via the CC Service.

“Rules Engine Data” means all data submitted by you or any of TCP’s customers through the CC Service (whether submitted directly by you or any of TCP’s customers or extracted from documents submitted by you) that are to be processed by the Rules Engine Services, and any output data from use of the Rules Engine Services.  

“Traveler Check Service” means the service operated and managed by TCP and TCP Contractor(s), in relation to the checking of itinerary and personal details submitted by you or any of TCP’s customers and the Rules Engine Data against the relevant Entry Rules.

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3. Use of the Rules Engine Services ‍

3.1. Fees. TCP will provide the Rules Engine Services to you at the rates and for the fees notified to you whether through the CC T&C or otherwise. ‍

3.2. Disclaimer. You are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of the Rules Engine Services. TCP makes no representation or warranty that the output generated by the Rules Engine Services is an accurate representation of the application of the relevant, up to date Entry Rules. Neither TCP nor TCP Contractors shall be liable for any change in Entry Rules or requirements.

3.3. Rules provided by Governments. TCP relies solely on governments to provide TCP with the relevant, up to date Entry Rules. TCP is unable to (i) independently verify the Entry Rules; and (ii) verify that the Entry Rules provided to TCP are accurate or up to date. ‍

3.4. Update of Rules Engine. TCP shall, after being notified of any change to the relevant Entry Rules by its government contacts, use reasonable good faith efforts to update the relevant Entry Rules as integrated in the Rules Engine Services whether by allowing the government contacts to make the changes directly or by itself making the changes as communicated by government entities. Our Rules Engine Services may indicate the effective date of Entry Rules, as integrated into the Rules Engine Services. As Entry Rules are subject to change, and may change without notice or with very short notice, our Rules Engine Services may not reflect the latest set of Entry Rules, as currently implemented by governments. Accordingly, changes in Entry Rules may invalidate the results of the Rules Engine Service after such change and until such time as the new Entry Rules are implemented by TCP in the Rules Engine Service. ‍

3.6 Fresh Verification following changes to Entry Rules. You may also be notified by the relevant governmental authority of any change to the relevant Entry Rules and may be required to obtain a fresh Verification following the update of the relevant rules program(s) in the Rules Engine Services. A separate set of fees is payable for the fresh Verification.  

3.6. Warranties and Disclaimers. The Rules Engine Services are provided on an “AS IS” and “AS AVAILABLE” basis, with no warranties whatsoever. We do not make any representation or warranty as to:

3.6.a. the accuracy, completeness, correctness, timeliness, reliability, availability, interoperability, fitness for a particular purpose, of the Rules Engine Services and the Entry Rules, and the output generated from the Rules Engine Services; and

3.6.b. the length of time required to update the Rules Engine Services to account for any changes to the Entry Rules.

Neither TCP nor any TCP Contractor shall be responsible for any delays or denial of entry into any jurisdiction, including any delays or denial of entry resulting from the use of Rules Engine Services, or any costs or expenses incurred by you in relation to any additional Verification(s) that you may have to obtain as a result of any changes to the relevant Entry Rules.

3.7. Rules Engine Services Result subject to approval. Approval for entry into the relevant jurisdiction is subject to approval by the relevant governmental authorities. The output generated by the Rules Engine Services does not guarantee your entry into any jurisdiction.

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4. Use of Data

The Rules Engine Data may be used by TCP, TCP Representatives and TCP Contractors:

4.a. to provide the Rules Engine Services in accordance with the Purpose; and

4.b. for audit purposes; and

4.c. to analyze, develop, and improve the Rules Engine Services and/or CC Service.

TCP may provide Rules Engine Data to TCP Representatives and to TCP Contractors that perform services in connection with the Rules Engine Services and/or CC Service.

Please refer to the Privacy Policy for further details regarding your data rights – including your right to withdraw consent for the use of your data.

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5. Termination

TCP may suspend or terminate your access to the Rules Engine Services automatically without notice if:

5.a. your use of the Rules Engine Services or CC Service, in TCP’s reasonable opinion, violates any applicable law or regulation or could cause harm to TCP or any TCP Representative or any TCP Contractor;  

5.b. you breach any of these Rules Engine Terms or the CC T&C; or

5.c. TCP terminates your access to the CC Service.