Service Agreement

Version 4.9 / Effective March 12th 2026

SERVICE TERMS

These service terms (“Terms”) contain the terms and conditions that govern your access to and use of the background check platform and portals offered by Certn (the “Platform”) and is an agreement between Certn and you, or the entity you are authorized to represent (“You” or “Your”). These Terms take effect when You sign an order form, if applicable (“Order Form”), click the “Continue” button or checkbox presented with these terms or, if earlier, when You use any of Certn’s service offerings (the “Effective Date”). You represent to Certn that You are lawfully able to enter into these Terms.

If You are entering into these Terms and creating an Account on behalf of an entity, such as the company You work for, You represent to Certn that You have legal authority to bind that entity. If You do not have such authority, or if You do not agree with these Terms, You must not click “Continue” and You may not use Certn’s service offerings. If You are entering into these Terms and creating the Account for an End User, You as the Initial User, represent to Certn that You have legal authority to bind the End User. The End User will be liable for the actions of the Initial User and any Additional User. For avoidance of doubt, if the End User has signed an Order Form, or a separate master services agreement with Certn (“MSA”), these Terms will be subject to any terms agreed to within such document.

Certn may revise these Terms at any time without notice to You. The revised Terms will be effective when posted to the applicable website owned by Certn, including certn.co (“Website(s)”). Notwithstanding the foregoing, Certn will provide notice of any revisions that may impact or restrict Your use of the Website and/or Services.

1. DEFINITIONS.

1. “Account” means the End User’s account with Certn associated with the Initial User’s email address, and any Additional User’s email address, subject to validation by Certn.

2. “Additional Users” means any affiliates, or subsidiaries of the Initial User or the End User who Certn has credentialed and approved in writing to access the Platform in accordance with these Terms.

3. “API” means the application programming interface(s) including (i) invite flow; or (ii) quickscreen flow used to provide access to the Platform.

4. “Certn” means Certn Holdings Inc. and its subsidiaries and affiliates, including without limitation Certn (Canada) Inc., Certn (USA) Inc., Certn (UK) Ltd., and InterCheck Global Pty Ltd..

5. “Certn Forms” means any standard consent, disclosure, authorization, adverse action and notification forms made available by Certn for Your review upon request.

6. “Consumer” means an individual applicant who is subject to the Services in support of their application for employment or engagement as an independent contractor by You, or for any other Permissible Purpose authorized by Certn during the credentialing process.

7. “Credit Bureau” means as applicable TransUnion International UK Ltd., Equifax Canada Co, Equifax Information Services LLC or Equifax Workforce Solutions LLC, a provider of Equifax Verification Services or another approved credit bureau.

8. “Employment Purposes” means the specific Permissible Purpose of a Report concerning the evaluation of individuals for employment, promotion, reassignment or retention as an employee or independent contractor.

9. “End User” means the corporate entity making use of the Report in accordance with consumer reporting legislation, including the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq (“FCRA”).

10. “Initial User” means the initial representative of the End User with the full corporate power and authority to bind the End User of an account.

11. “Permissible Purpose” means for (i) Employment Purposes, where the Consumer has given prior written permission; (ii) any other permissible purpose under the law; or (iii) in accordance with the GDPR, where the End User has determined the lawful basis for processing personal data as declared by the End User prior to ordering.

12. “Report” means a consumer report or other applicable screening product offered on the Platform, including reports containing credit information and Investigative Consumer Reports.

13. “Services” means verification and background screening services including the delivery and management of Reports and related documentation, and obtaining status information regarding the collection of such information.

14. “User” means You, the Initial User, the End User and Additional Users, as applicable.

2. SERVICES.

1. The Services are provided in accordance with the descriptions available to you within the Platform, API documents, or as set out in Your Order form, as applicable. It is Your responsibility to read and review the Service descriptions prior to ordering a Report.

2. You agree to use the Reports and Platform in compliance with applicable laws, rules and regulations.

3. INTERNATIONAL DATA PROCESSING TERMS.

The parties agree to abide by those terms and conditions set out in the Data Processing Addendum (the “DPA”) and any applicable data protection legislation with respect to the handling of Personal Information (as defined in the DPA).

4. CERTIFICATIONS.

1. By entering into these Terms and/or creating an Account, and each time You request or access a Report, You are certifying that You, being the End User or a User acting as an agent, have direct knowledge of the facts and You certify and agree that:

2. You have a legitimate need and Permissible Purpose for ordering Reports and utilizing the Services;

3. You will only request and use the Reports for the Permissible Purpose;

4. You are acting in compliance with any additional provincial, state or local requirements for requesting, obtaining and using the Reports.

5. JURISDICTION SPECIFIC REQUIREMENTS.

1. United States (Federal): The FCRA provides that any person who knowingly and willfully obtains information on a consumer from a consumer reporting agency under false pretenses shall be fined under Title 18 of the United States Code or imprisoned not more than two years, or both.

2. California: You confirm You have read and understand your obligations under applicable California civil codes when ordering a Report in California.

3. Vermont: You confirm You have read and understand the consumer reporting restrictions.

4. New York City, New York: You, as the End User, or as an agent acting on behalf of the End User, shall comply with all applicable requirements.

6. SERVICE SPECIFIC CERTIFICATIONS.

1. USA MVR: If You request MVRs and/or driving records, You certify and agree to comply with the US Driver’s Privacy Protection Act.

2. Credit Reports and Information: If You request Credit Information, you agree to comply with all applicable state, provincial and federal requirements.

7. SECURITY.

1. End User shall maintain an information security program that contains administrative, technical, and physical safeguards.

2. End User agrees not to: (i) resell, copy, distribute, rent, lease, lend, sublicense or transfer the Platform or the Reports.

8. CONFIDENTIAL INFORMATION.

1. Each party will keep confidential, all information and materials provided or made available.

2. Each party will maintain all Confidential Information in strict confidence and will use it solely for the purposes of performing its obligations hereunder.

9. FEES.

1. You shall pay Certn for each Service requested at the rate set forth in the Platform.

10. WITHHOLDING TAXES.

Certn may withhold taxes on Your behalf as required by applicable Laws.

11. ACCESS TO CONSENTS.

You acknowledge and agree that to maintain compliance with legal, regulatory, and contractual obligations, Certn reserves the right to conduct audits to verify that consents, authorizations, and disclosures have been presented and obtained.

12. USAGE DATA.

Certn owns all right, title and interest in and to all data collected related to the operation of the Platform.

13. INTELLECTUAL PROPERTY.

1. Certn owns all title, interest, and proprietary rights relating to Intellectual Property Rights in and to the Platform.

14. INDEMNIFICATION.

1. You agree to defend and indemnify and hold harmless Certn against any third party liabilities arising out of or relating to Your breach of any certifications.

15. DISCLAIMER.

1. YOU ACKNOWLEDGE THAT CERTN OBTAINS THE INFORMATION IN ITS REPORTS FROM THIRD PARTY SOURCES “AS IS”. Certn makes no representation or warranty, express or implied, regarding the accuracy of the information.

16. LIMITATION OF LIABILITY.

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR SIMILAR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS.

17. UPDATES.

1. Certn may change its providers, the Platform features, and the production, support, delivery of the Reports.

18. TERM AND TERMINATION.

1. The agreement will continue until terminated by one or both of the parties.

19. NOT LEGAL ADVICE.

1. Certn does not provide legal advice or guarantee compliance with Laws in Your use of the Platform or Reports.

20. GENERAL.

1. Governing Law: The Terms shall be governed by the laws applicable to the End User's jurisdiction.

21. SUPPORT.

You can request Platform support during Certn’s normal business hours via email.

22. NOTICES.

An electronic communication shall be deemed written notice for purposes of this Services Agreement if sent to the electronic mail address below.