Updated: March 15, 2020
1 Acceptance of Terms.
1.1 AuditFindings, LLC (“AuditFindings” “Us” “We”) provides its Service (as defined below) to You through its web site located at www.auditfindings.com.com, secure.auditfindings.com, and support.auditfindings.com (the “Site” collectively), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, You acknowledge that You have read, understood, and agree to be bound by this TOS. If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these TOS, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these TOS, You must not accept these TOS and may not use the Service.
1.1.1 If you are accessing this system as part of an organization that has agreed to TOS outside of the TOS outlined here, You are responsible for complying with agreed to TOS.
1.2 AuditFindings may change this TOS from time to time. You can review the most current version of this TOS at any time at http://www.AuditFindings.com.com/terms. You may be notified of the change to TOS by a notice within the system, via email or other messaging systems, or a combination of means. The revised terms and conditions will become effective upon posting and if You use the Service after that date, we will treat Your use as acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to You, Your only remedy is to stop accessing and using the Service.
2 Description of Service.
2.1 The “Service” includes (a) the Site, (b) the on-demand AuditFindings business productivity system, tools and services provided through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or services (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
3 General Conditions/ Access and Use of the Service.
3.1 Subject to the terms and conditions of this TOS, You may access and use the Service only for Your business purposes as contemplated by these TOS. You shall not use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.
You are responsible for adding and removing users to Your account. You may include users from any company, including affiliates, subsidiaries, vendors, etc. Without Your permission, AuditFindings will not add users to a Your account or give access to any third-parties, with the exception of affiliated third-parties used to provide the service.
3.2 Subject only to the limited right to access and use the Service expressly granted to You under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to AuditFindings. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with AuditFindings, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
3.3 You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of Your login and account and are fully responsible for any and all activities that occur under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person. A single login shared by multiple people is not permitted. You may create separate logins for as many people as Your plan allows.
3.4 AuditFindings agrees to keep in confidence and not to disclose to third parties any confidential or proprietary information it receives from the other party hereunder (“Confidential Information”), nor to use such Confidential Information for any purpose other than as expressly set forth in this TOS. To be accorded treatment as Confidential Information under this TOS, the disclosing party must identify any such information as confidential or proprietary at the time of disclosure. Information that is already in the public domain through no fault of the receiving party, or was already known to the receiving party through no breach of a confidentiality obligation to the disclosing party, shall not be treated as Confidential Information hereunder. Notwithstanding the marking requirement, all data and information contained within the Service will be deemed Confidential Information.
3.5 AuditFindings will maintain an appropriate information security program to minimize the likelihood of unauthorized access to Your non-public information. A summary of security controls are outlined in the Security Summary document, which is available to You upon request. AuditFindings will take immediate action to remedy any known security breaches to the AuditFindings system. In addition, AuditFindings will notify You immediately of any known breach of security or unauthorized access to Confidential Information. The notification will be in by email to the primary account holder. AuditFindings shall at its own expense use all commercially reasonable efforts to promptly contain and remedy any security breach or unauthorized access and prevent any further security breach or unauthorized access. AuditFindings will, within thirty (30) days of the notice of breach, deliver to You a root cause assessment and future incident mitigation plan with regard to any breach of security or unauthorized access affecting any Confidential Information that sets out written details regarding AuditFindings’ investigation of such incident and any remedial actions taken or planned.
3.6 The failure of AuditFindings to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and AuditFindings, even if it is electronic and is not physically signed by You and AuditFindings, and it governs Your use of the Service and takes the place of any prior agreements between You and AuditFindings.
3.7 Should You choose to upload “Sensitive Personal Data” you are responsible for complying with applicable laws and regulations related to such data. “Sensitive Personal Data” is personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, and data concerning health or sex life. This also includes personal data relating to criminal convictions and offenses.
3.8 Upon written request by You, AuditFindings shall promptly destroy or return to You all Confidential Information. Upon return or destruction, AuditFindings shall provide a written certificate to You.
4.1 “AuditFindings” and AuditFindings’ various logos used or displayed on the Service are trademarks of AuditFindings and You may only use these trademarks or logos for promotional purposes to identify Yourself as a customer or user of the AuditFindings products and services, provided You do not attempt to claim ownership of the marks by incorporating any of them within Your names or offerings.
5 Payment and Refunds.
5.1 The Service is made available on both a free and paid options. AuditFindings charges for Paid Plans, which include added features and user provisioning. You can cancel a Paid Plan at any time and You will not be billed again. Upon downgrading a plan level, You will be not be reimbursed for the current billing cycle. Downgrading Your account may cause the loss of features, or capacity of Your account. AuditFindings does not accept any liability for such loss. Prices of all Services, including but not limited to monthly fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time.
5.2 AuditFindings provides an interface for the account owner to change credit card information (e.g., upon card renewal). For accounts using the online billing system, the account owner will receive an email receipt upon each credit card charge and may review billing history via the billing section. AuditFindings uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for AuditFindings. Some accounts may be invoiced outside of the online billing system. These payment arrangements will be established on an account-by-account basis. If You are not using the online billing system, contact firstname.lastname@example.org for any invoicing or payment questions.
5.3. You will pay all fees specified in written order forms, accepted proposals, online selection, or other applicable selection methods. Except as otherwise specified herein (i) payment obligations are non-cancelable and fees paid are non-refundable, and (ii) quantities purchased cannot be decreased during the relevant order term.
5.4. We will invoice You in advance and otherwise in accordance with these TOS. Unless otherwise stated, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. All payments are in United States (U.S.) dollars.
5.5. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
5.6. If any amount owing by You to Us under this or any other agreement is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and deactivate the Software and suspend Our services to You until such amounts are paid in full.
5.7. We will not exercise Our rights under Section 5.5 or 5.6 above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
5.8. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
6 Downgrade, Cancellation and Termination.
6.1 You are responsible for properly modifying Your account prior to the next billing cycle. Accounts shall automatically renew for subsequent periods of the same length as the initial term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current term.
6.2 AuditFindings reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate Your account (any part thereof) or use of the Service and remove and discard any of Your content in the Service, for any reason, including, if AuditFindings believes that You have violated these TOS. AuditFindings will use best efforts to publish on the Site or notify You about any planned downtime of the Service, and will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of Service, may be referred to appropriate law enforcement authorities. AuditFindings shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
7 DISCLAIMER OF WARRANTIES.
7.1 THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND AUDITFINDINGS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT AUDITFINDINGS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM AUDITFINDINGS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
8 LIMITATION OF LIABILITY.
8.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL AUDITFINDINGS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, AUDITFINDINGS SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES OR ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
8.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, AUDITFINDINGS’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9.1 AuditFindings shall defend, indemnify and hold harmless Client and its related parties from and against any and all third party claims and liabilities (including, without limitation, reasonable attorneys’ fees and costs), regardless of the form of action, arising out of or in connection with a claim that the Service, when used within the scope of this Agreement, infringes, violates or misappropriates a valid third party patent, copyright or other proprietary right, provided that AuditFindings is notified promptly in writing of the action, Client has not reached any compromise or settlement of such action or made any admissions in respect of the same, and AuditFindings is given the option, at its expense, to control the action and all requested reasonable assistance to defend the same.
10.1 AuditFindings may assign or transfer this TOS, in whole or in part, without restriction.
11 Export Compliance.
11.1 You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.
12 Governing Law.
12.1 These TOS shall be governed by the laws of the Commonwealth of Kentucky without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the Commonwealth of Kentucky for the purpose of resolving any dispute relating to Your access to or use of the Service.
13.1 Each Party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery: personal delivery, mail (registered or certified, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or electronic mail.
Client: The address maintained with the AuditFindings system, including primary account holder email address.
400 East Vine Street, Suite 301
Lexington, KY 40507