API & Platform Terms

These API & Platform Terms (“Platform Terms”) apply to any business, firm, developer, agent platform, reseller, or referral partner (“Customer”, “you”) that accesses Verdacert LLC’s services through the Verdacert REST API, MCP server, SDKs, webhooks, a firm portal account, or a reseller or referral program (together, the “Platform”). They supplement the Terms of Service, the Privacy Policy, the Refund Policy and the Acceptable Use Policy, which continue to apply; where these Platform Terms conflict with them for Platform use, these Platform Terms prevail.

1. Acceptance and authority

You accept these Platform Terms by creating a firm account, minting an API key, or otherwise using the Platform. The person accepting represents that they are authorized to bind the legal entity named on the account, and that entity is the Customer. We record each acceptance (account, timestamp, and the version accepted). If you do not have that authority, do not create an account or mint a key.

2. API license, keys, and security

Subject to these Platform Terms we grant you a non-exclusive, non-transferable, revocable license to use the API, SDKs, and MCP server to submit and manage translation orders for your own business or on behalf of your end clients. API keys are confidential credentials: you are responsible for every request made with a key issued to your account, including requests made by your own automated agents, until you revoke the key in the portal. Store keys server-side, never in client code, and rotate a key immediately if you suspect exposure. We may throttle requests (currently 300 requests per minute per key) and may change rate limits with notice in the developer documentation.

3. Sandbox and changes

Sandbox keys create synthetic orders at no charge; sandbox certificates are signed but marked non-production and must never be presented as real. We may add features at any time. For changes that remove or materially alter a documented endpoint, field, event, or tool we will give at least 90 days’ notice by email to the account’s billing address and in the changelog, except where a change is required by law or to address a security risk.

4. Orders, charges, and invoice terms

A live-key submit is a purchase. Each call to the submit endpoint or tool with a live key creates a binding order for the amount in the referenced quote and, unless your account has approved invoice terms, authorizes us to charge the payment method on file for that amount plus applicable tax immediately and without further confirmation. You are responsible for obtaining your end client’s or user’s consent to the price and to the upload before submitting, including where an AI agent acting for you makes the call. Spend caps you set on a key are a courtesy control, not a guarantee against overspend by your own systems.

Invoice (net-terms) accounts. Where we approve invoice billing, orders accumulate and are invoiced monthly on the terms shown in your portal (Net 30 unless agreed otherwise), subject to the credit limit we set. Invoices are due in full by the due date; undisputed amounts unpaid after the due date accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend live keys and portal ordering while any invoice is past due. Billing disputes must be raised in writing within 30 days of the invoice date, after which the invoice is deemed accepted.

5. Refunds and the acceptance guarantee

The acceptance guarantee in Section 7 of the Terms of Service applies to certified orders placed through the Platform, and the remedies there (retranslation or refund) are the sole remedies for translation defects. Refund requests for API orders must be made through the refund endpoint or tool within 30 days of order creation; requests outside that window are handled under the Refund Policy by emailing support@verdacert.com. Refunds are made to the original payment method or, for invoice accounts, as a credit on the next invoice.

6. End clients and their data

You are responsible for your relationship with the people whose documents you submit (“end clients”): for having the authority and any consent required to share their documents and personal information with us, for telling them that Verdacert and its subprocessors process their documents, and for any disclosures your profession requires (for example, a law firm’s duty to inform clients about the use of AI and third-party processors). You will not submit documents you are not authorized to share.

We never contact your end clients. Verdacert does not collect end-client contact details through the API, does not email or market to your end clients, and does not solicit them for direct orders. Any end-client email or phone number included in an API request is discarded before processing. The applicant name you supply is bound into the signed certificate so a receiving agency can match it, and appears on the public verification page for that certificate.

7. Data processing

For personal information you submit, Verdacert acts as your processor (GDPR/UK GDPR Article 28) and service provider (CCPA/CPRA § 1798.140(ag)), and you are the controller or business. We will: process that information only to provide the Services and as documented in these Platform Terms and the Privacy Policy, and not sell, share, retain, use, or disclose it for any other purpose or outside the direct business relationship; not combine it with personal information from other sources except as permitted for a service provider; implement the security measures described in the Privacy Policy; ensure our personnel and subprocessors are bound by confidentiality and data-protection obligations no less protective than these; assist you with data-subject requests that reach us; notify you without undue delay, and in any event within 72 hours, of a personal-data breach affecting your data; delete or return your data on termination except where retention is required by law or by the retention schedule in the Privacy Policy; make available the information reasonably necessary to demonstrate compliance and allow audits once per year on reasonable notice; and notify you if we determine we can no longer meet these obligations. Our current subprocessors are listed at /legal/subprocessors; we will give at least 30 days’ email notice before adding one, and you may object in writing, in which case we will work with you in good faith on an alternative or you may terminate the affected Services. A countersigned Data Processing Addendum on these terms, and where required a Business Associate Agreement for protected health information, is available on request from legal@verdacert.com and must be signed before protected health information is submitted.

8. Resale and attribution

You may resell certified translations to your own clients, at your own pricing, provided that (a) you do not misrepresent who produced or certified the translation - the certification statement, the verification code, and “Verdacert” identification remain on every deliverable; (b) you pass through to each end client terms no less protective of Verdacert than Sections 7, 16, 17 and 18 of the Terms of Service (sole remedy, disclaimers, limitation of liability, and no personal liability of individual reviewers); (c) you make no claims about acceptance rates, credentials, or turnaround that go beyond what we publish; and (d) you comply with all advertising and consumer-protection laws in the markets you sell into. We may use your name and logo to identify you as a customer only with your written permission.

9. Referral and revenue-share program

If your account is enrolled in the referral program, we pay a revenue share on completed live orders attributed to your keys at the rate shown in your portal (currently 10% of the translation subtotal), after a 14-day hold for refunds, in monthly payouts through Stripe Connect once you complete Connect onboarding and any required tax forms. Payouts are subject to reversal for refunded or charged-back orders. You are responsible for your own taxes on payouts. Where you recommend Verdacert to users of your own product, app, or agent, you must clearly and conspicuously disclose that you receive compensation for orders placed through your integration, as the FTC’s Endorsement Guides (16 CFR Part 255) require; we may suspend payouts for integrations that omit that disclosure or that make unsubstantiated claims about our Services.

10. AI agents and automated ordering

If you expose the Platform to an AI agent, you must ensure a human confirms the price and the upload before a live submit is executed, and you remain responsible for every order the agent places. Our MCP server and SDK mark the submit tool as a paid, non-reversible action; do not remove or override those annotations.

11. Firm portal accounts

Firm owners and administrators are responsible for the people they invite. By inviting a teammate you confirm you are authorized to give that person access to every client document on the account, and you will remove members who leave your organization. Firm members may only place orders for the firm’s own clients. Firm-branded deliverables identify Verdacert as the certifying provider.

12. Security incidents and acceptable use

Each party will notify the other within 72 hours of discovering a security incident that affects the other’s data or credentials (Verdacert: security@verdacert.com). The Acceptable Use Policy applies to Platform use, including the prohibitions on submitting forged or unlawfully obtained documents and on using the Services from a sanctioned jurisdiction or for a restricted party. You will not use the Platform to build a competing certified-translation service by systematically extracting our outputs.

13. Warranties, liability, and indemnity

The disclaimers in Section 16 of the Terms of Service apply. Except for a party’s indemnity obligations, breach of Section 7 (Data processing), or liability that cannot be limited by law, each party’s total liability arising out of the Platform in any twelve-month period is limited to the fees you paid to Verdacert for Platform orders in that period, and neither party is liable for indirect, consequential, special, or punitive damages. You will defend and indemnify Verdacert against third-party claims arising from your end-client relationships, your resale or referral activity, your misuse of keys, or documents you were not authorized to submit.

14. Term, suspension, and termination

These Platform Terms apply for as long as you hold a firm account or API key. Either party may terminate for convenience on 30 days’ written notice; we may suspend keys or terminate immediately for non-payment, a security risk, unlawful use, or a material breach not cured within 10 days of notice. On termination you must stop using the API; orders already placed will be completed and invoiced; Sections 5–9 and 12–16 survive.

15. Governing law and disputes

These Platform Terms are governed by the laws of the Commonwealth of Pennsylvania and applicable U.S. federal law. Disputes between Verdacert and a business Customer are resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Westmoreland County, Pennsylvania, after the 60-day informal-resolution step in Section 20 of the Terms of Service; either party may seek injunctive relief in court to protect intellectual property or confidential information. Where a Customer is a consumer, the consumer dispute provisions of the Terms of Service apply instead.

16. Changes and notices

We may update these Platform Terms by posting a new version with a new effective date and emailing the account’s billing address at least 30 days before material changes take effect; continued use after the effective date is acceptance. Notices to Verdacert go to legal@verdacert.com and to Verdacert LLC, Attn: Legal, 4112 Manor Oaks Ct, Export, PA 15632. Notices to you go to the billing email on your account.