Terms of Service

These terms of service (“Terms”) cover your use and access to our services, client software and websites (“Services“). Our Privacy Policy explains how we collect and use your information while using our Services. By using our Services, you’re agreeing to be bound by these Terms and our Privacy Policy. If you’re using our Services for an organization, you’re agreeing to these Terms on behalf of that organization. We may change these Terms of Service from time to time, with or without notice. You are responsible for being current on the most recent version of these Terms of Service, and your use of the Sites and/or Services indicates your acknowledgement and acceptance of the most recent Terms of Service.

Your Uploaded Information and Permissions

When you use our Services, you provide us with things like your files, content, messages, contacts, and so on (your “Uploaded Information”). Your Uploaded Information is your property and never becomes the property of us or any third party by your use of the Sites or Services. These Terms don’t give us any rights to your Uploaded Information except for the limited rights that enable us to offer the Services.

By using our Services, you give your permission to do things such as host and backup your Uploaded Information. Our Services also provide you with features like commenting, easy sorting, editing, sharing, and searching. These and other features may require our systems to access, store, and scan your Uploaded Information. By using our Sites and/or Services, you give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.

You acknowledge and agree that we are not responsible for the content, features, and functionality of the Sites or Services and that not all services offered on the Sites or Services are guaranteed to function or perform perfectly or acceptably. You further acknowledge that we may alter, expand, or reduce the features and functionality of the Sites from time to time without notice.

Sharing Your Uploaded Information

Our Services let you share your Uploaded Information with others, so please think carefully about what you share. The ultimate responsibility for sharing of your Uploaded Information and access to your Uploaded Information is yours.

You certify that the information you provide on the Sites is accurate and complete. You acknowledge that you are solely responsible for the confidentiality of your password, the security of your email and security of your access to the Sites and/or Services, and for all statements made and acts or omissions that occur on your account. If you believe someone has used your password or account without your authorization, you must notify us immediately. Your account may also be restricted or terminated for any reason, at our sole discretion. We may also change, restrict access to, suspend, or discontinue the Sites or Services, or any portion of the Sites or Services, at any time without notice.

Your Responsibilities

You are responsible for your conduct and the conduct of anyone in your organization to whom access to our Sites and/or Services is granted by you. Your Uploaded Information and your activity on the Sites and Services must comply with our standards for acceptable use found herein. Content in the Services may be protected by others’ intellectual property rights. You are prohibited from copying, uploading, downloading, or sharing content unless you have the right to do so; and by doing so you warrant that you do indeed have the relevant rights.

We may review your conduct and content for compliance with these Terms and our standard for acceptable use. With that said, we have no obligation to do so. We are not responsible for the content people post and share via the Services. We strongly recommend that you safeguard your password to the Services, and keep your account information current. Don’t share your account credentials or give others access to your account.

You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use our Services, you must be at least 18. Please check your local law for the age of digital consent. If you don’t meet these age requirements, you may not use the Services.

Acceptable Use

You agree not to misuse our Services (“Services”) or help anyone else to do so. For example, you are prohibited from doing any of the following in connection with the Services:

  • probe, scan, or test the vulnerability of any system or network;
  • breach or otherwise circumvent any security or authentication measures;
  • access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven’t been invited to;
  • interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
  • access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);
  • send unsolicited communications, promotions or advertisements, or spam;
  • send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
  • promote or advertise products or services other than your own without appropriate authorization;
  • circumvent storage space limits;
  • sell the Services unless specifically authorized to do so;
  • publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence or terrorist activity, including terror propaganda;
  • advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;
  • harass or abuse our personnel or representatives or agents performing services on or behalf;
  • violate the law in any way, including storing, publishing or sharing material that’s fraudulent, defamatory, or misleading; or
  • violate the privacy or infringe the rights of others.

 

Software

Some of our Services allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

Our Intellectual Property

All copyrights, trademarks, trade dress, other intellectual property and materials, including page headers, images, text, illustrations, formats, logos, designs, icons, photographs, programs, music clips or downloads, video clips, and written and other materials (collectively, the “IP”) are owned, controlled or licensed by us, one of our affiliates, or by third parties who have licensed their materials to us and are protected by U.S. and international patent, trademark, copyright, and other intellectual property laws. You may access, view, download, and print the IP and all other materials displayed on the Sites for your personal, non-commercial use only; provided, however, that you (1) retain all copyright, trademark or other proprietary designations contained on all IP; (2) do not modify or alter the IP in any way; and (3) do not provide or make available the IP to any third party in a commercial manner. No license, right, title, or interest in any materials or software is transferred to you as a result of your use of the Sites or your accessing, viewing, downloading, or printing of the IP. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the IP, the Sites, or any related software. All software used on the Sites is our property or the property of our suppliers and protected by U.S. and international copyright laws. The IP and software on the Sites may be used only as a communication resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the IP on this Site is strictly prohibited. The compilation (meaning the collection, arrangement, and assembly) of all IP on the Sites is our exclusive property and is also protected by U.S. and international copyright laws.

 

Any and all of our names and logos, and all other graphics, logos, page headers, button icons, scripts, and service names included in or made available through any of the Sites are our exclusive trademarks and/or trade dress. All other marks are the property of their respective companies. All rights are reserved in all intellectual property owned or licensed by us.

 

No Reverse Engineering

 

You agree not to reverse engineer, hack, decompile, or otherwise attempt to derive the source code, techniques, operations, algorithms, or other information from the Sites or Services (collectively, “Reverse Engineering”) or permit or induce such Reverse Engineering. If directly applicable law prohibits enforcement of the foregoing, you may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the Sites or Services, or as otherwise and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is STRICTLY necessary to obtain such information; and (b) you have first requested such information from us and we are unable to satisfy the request and make such information available (for a fee or otherwise) under reasonable terms and conditions.

 

Any information supplied to or obtained by you under this section must be treated as our proprietary and confidential information, as provided throughout this Agreement, and whereby you are not permitted to disclose such confidential information without our express written permission. If we grant such request to provide the confidential information, and thereby remove the need for Reverse Engineering, the disclosed confidential information may only be used by you for the purpose described in this section, and such information must not be disclosed to any third party or used to create any software which is substantially similar to the Sites, Services associated with the Sites, or other platforms and services provided by us, beyond the scope of the request granted by us.

 

Copyright

We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported directly to us. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

Copyright Agent

DMCA@AuditSuite.com

 

 

Paid Accounts

Billing. Payment for services shall be charged and due monthly and shall renew automatically unless and until otherwise cancelled by you in accordance with our cancellation requirements.  If you are on an annual plan, you will receive a notice email reminding you that your plan is about to renew within a reasonable period of time prior to the renewal date. You are responsible for all applicable taxes, and we will charge tax when required to do so by state, federal or local laws.

No Refunds. You may cancel your account at any time. Refunds are only issued where required by law.

Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the main administrator email address associated with your account.

Teams

Email address. If you sign up for an account with an email address provisioned by your organization, your organization may be able to block your use of our Sites and/or Services until you transition to an account on a team. Your team is responsible for your access to the Sites and/or Services. Use of personal email addresses is prohibited unless otherwise specifically authorized by us in writing upon a showing of good cause. Whether a personal email address is allowed with the use of our Services is determined in our sole and absolute discretion.

Using Teams. Your use of a team structure must be in compliance with your organization’s terms and policies. Please note that team accounts are subject to your organization’s control. Your administrators may be able to access, disclose, restrict, or remove information in or from your team account. They may also be able to restrict or terminate your access to a team account.

Termination

You may stop using our Sites and/or Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:

(a) you’re in breach of these Terms,

(b) you’re using the Services in a manner that would cause a real risk of harm or loss to us or other users, or

(c) you fail to make any payments due for your use of the Sites and/or Services we provide

We provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export your Uploaded Information from our Services. If after such notice you fail to take the steps we ask of you, we’ll terminate or suspend your access to the Services.

We will not provide notice before termination where:

(a) you’re in material breach of these Terms,

(b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or

(c) we’re prohibited from doing so by law.

Discontinuation of Services

We may decide to discontinue the Services in response to unforeseen circumstances beyond our control or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can export your Uploaded Information from our systems. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we shall refund the portion of the fees you have pre-paid but haven’t received Services for.

Indemnification

You agree to defend, indemnify, and hold harmless us and our owners, members, shareholders, directors, officers, agents, employees, and affiliates from and against any and all claims, damages, costs, and expenses, including attorneys’ fees, arising from or related to your use of the Sites or any breach by you of these Terms of Service.

Services “AS IS”

We strive to provide great Services, but there are certain things that we can’t guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, ALONG WITH ANY AFFILIATES, VENDORS, SUPPLIERS AND/OR DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. WE ARE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

WE, ALONG WITH OUR AFFILIATES, VENDORS, SUPPLIERS AND/OR DISTRIBUTORS SHALL NOT BE LIABLE FOR:

  1. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR
  2. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT WE OR ANY OF OUR AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RESALE PURPOSE, WE, OUR AFFILIATES, SUPPLIERS AND/OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. WE AND OUR AFFILIATES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES OR ANY OTHER THIRD PARTIES.

OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $100 USD OR 100% OF ANY AMOUNT YOU’VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH US.

Resolving Disputes

Dispute Resolution.. Before filing a claim against us, you agree to try to resolve the dispute informally by contacting support@auditsuite.com. If a dispute is not resolved within 30 days of submission, you or we may bring a formal proceeding.

Judicial forum for disputes. You agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of Cook County, Illinois,, subject to the mandatory arbitration provisions below. Both you and we consent to venue and personal jurisdiction in such courts.

Mandatory Arbitration.. You and we agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.

Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by submitting a written statement including language stating that you wish to “opt out of the mandatory arbitration provision” within 30 days of first registering your account.

Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Chicago, Illinois, or any other location we agree to.

Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees.

Exceptions to Agreement to Arbitrate. Either you or we may assert claims, if they qualify, in small claims court in Chicago, Illinois or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Cook County, Illinois to resolve your claim.

NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.

Controlling Law

These Terms will be governed by Illinois law except for its conflicts of laws principles.

Entire Agreement

These Terms constitute the entire agreement between you and us with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

Any failure on our part to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time to better reflect:

(a) changes to the law,

(b) new regulatory requirements, or

(c) improvements or enhancements made to our Services.

If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update’s effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.

If you don’t agree to the updates we make, please cancel your account before they become effective. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.

 

Last updated on June 21, 2019.

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