Terms of Service

Last Updated: April 8, 2024

If you are a government customer using the General Services Administration for procurement, please see our General Services Administration Contract Terms of Service.

If you are a government or enterprise customer, you may have an amended Terms of Service as part your contract.

1. Introduction

Welcome to AuditFile.com! These Terms of Service, together with our Privacy Policy and all other policies and guidelines referenced herein, are a written contract (“Agreement” or “Terms”) between you and/or your company (collectively, “you”) and AuditFile, Inc. (“Auditfile.com,” “we,” “our,” or “us”) and apply to:

We encourage you to print these Terms or save them to your device or computer for reference. Your access to and use of the Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all Users, Subscribers, and Member Users (as defined below) who access or use the Services.

By accepting electronically, accessing, or using the Services, you agree to be bound by the terms and conditions of this Agreement, as they may be amended from time to time. If you don’t agree to this Agreement, then you must stop using the Services.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST AUDITFILE.COM ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK CERTAIN, LIMITED RELIEF ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

2. General; Select Definitions

If you are an individual acting on your company’s or client’s behalf, you accept these Terms on their behalf and the term “you” will refer to you, your company, or your client. Anyone that subscribes to our Services is a “Subscriber.”

The primary contact and account administrator of a Subscriber is called the “Master User.” By registering as a Master User, you represent and warrant that you have the proper authorization to bind the Subscriber to this Agreement. You also understand and acknowledge that you are agreeing to these Terms on behalf of the Subscriber and agree not to take any actions (or omit to take any actions) that would cause the Subscriber to violate these Terms.

Anyone who uses the Services, whether they are a Subscriber or Master User, is called a “User”. As a User, by using the Services you acknowledge and agree to these Terms and agree not to take any actions (or omit to take any actions) that would cause you, or if applicable the Subscriber, to violate these Terms.

The Services may change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.

By using the Services you agree to our use of cookies placed on your device by our Services pursuant to the terms of our Privacy Policy. We use cookies to collect information and improve our Services. If you choose to use the Services without blocking or disabling cookies, you indicate your consent to our use of these cookies and to our use (in accordance with our Privacy Policy) of any personal information that we collect using these cookies. For more information about how we use cookies, please see our Privacy Policy. The Privacy Policy is incorporated into and subject to these Terms, and by agreeing to these Terms, you are acknowledging and accepting the Privacy Policy.

3. Resolving Disputes; Arbitration

Customer service is a priority, but if there’s an issue that needs to be resolved, this Section outlines what is expected of both of us.

A. Initial Informal Dispute Resolution.

Before filing a Claim against AuditFile.com, you agree to try to resolve the dispute informally by contacting us via email at support@auditfile.com. “Claim(s)” means any dispute of any kind between you and us, or any of our owners, officers, managers, directors, employees, agents, partners, suppliers, consultants, representatives, affiliates, successors, or assigns (collectively, “Company Entities”) related to or arising out of these Terms, our Privacy Policy or other guidelines and policies, or the Services. We will try to resolve the dispute informally. If a dispute cannot be resolved within thirty (30) days of submission, the arbitration provisions below will govern.

B. Arbitration Agreement.

To the fullest extent permitted by applicable law, the parties agree to resolve all Claims against each other or against Company entities by binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. Any election to arbitrate by one party shall be final and binding on the other. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This arbitration agreement will survive the termination of your relationship with AuditFile.com.

C. Binding Arbitration.

If you and AuditFile.com cannot resolve a dispute or other Claim through negotiations, the dispute or Claim shall be finally and exclusively resolved by binding arbitration. This arbitration agreement is reciprocal, and any election to arbitrate by one party shall be final and binding on the other(s). The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. The arbitration shall be commenced and conducted through JAMS (www.jamsadr.com) under the Streamlined Arbitration Rules and Procedures, as modified by this agreement to arbitrate. All remedies available to the parties under applicable federal, state, or local laws shall remain available in arbitration. The parties shall each participate in the selection of a neutral arbitrator pursuant to the Streamlined Arbitration Rules and Procedures. Unless you and AuditFile.com agree otherwise in writing, the final arbitration hearing shall take place in person at the JAMS facility located in or nearest to San Francisco, California. The arbitrator’s award will consist of a written statement stating the disposition of each Claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Either party may litigate to compel arbitration in a Court of Competent Jurisdiction, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. You acknowledge that you are forfeiting your right to sue in court with a jury trial.

D. Payment of Fees.

If you initiate arbitration against AuditFile.com, you will be required to pay an initial fee of $250 (unless you qualify for a waiver), and all other arbitration costs (including any remaining JAMS Case Management Fee and all professional fees for the arbitrator’s websites) shall be paid as determined by the arbitrator. If we initiate arbitration against you, we shall pay all costs associated with the arbitration. If JAMS is unavailable to arbitrate a dispute or claim, you and AuditFile.com agree to arbitrate using an alternative arbitral forum. Regardless of the outcome of the arbitration, you and AuditFile.com will each pay our own attorneys’ fees and costs unless an award of attorneys’ fees is available under applicable statute.

E. Remedies in Aid of Arbitration; Equitable Relief.

This agreement to arbitrate will not preclude you or AuditFile.com from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or AuditFile.com from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. "Court of Competent Jurisdiction" means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in San Francisco, California.

F. Waiver of Arbitration.

You may opt out of this agreement to arbitrate, but to opt out, you must notify AuditFile.com in writing within 30 days of the date that you first became subject to this arbitration provision. You must provide notice to us via email to support@auditfile.com, with a duplicate copy sent via registered mail, return receipt requested, to the mailing address specified on our website. You must include your name and address, the primary contact and account administrator’s name and address, and a clear statement that you want to opt out of this arbitration agreement. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND AUDITFILE.COM AGREE THAT THERE WILL NOT BE A JURY TRIAL. You and AuditFile.com unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this agreement in any way.

G. Prohibition of Class Actions or Class Arbitrations.

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. You and AuditFile.com agree that each may only bring Claims against the other in your or AuditFile.com’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.

H. Judicial Forum for Disputes.

IN THE EVENT THE AGREEMENT TO ARBITRATE IS FOUND NOT TO APPLY TO YOU OR YOUR CLAIM, YOU AND AUDITFILE.COM AGREE THAT ANY JUDICIAL PROCEEDING RELATING TO THESE TERMS OR THE SERVICES MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA. BOTH YOU AND AUDITFILE.COM CONSENT TO VENUE AND PERSONAL JURISDICTION THERE.

4. Fees

You agree to pay AuditFile.com all fees associated with any purchases of Services made by you through the Site, including for any enrollment in one of our subscription plans (“Subscription”). Fees for the Services are described on the Site.

Subscription Plans

Some Services may be offered or provided as part of a Subscription. The details of your Subscription, including timing and amount of each payment, the Services included, and any restrictions or limitations thereon, will be conveyed to you when you first enroll. By purchasing a Subscription, you understand and agree that your credit or debit card on file will continue to be charged for additional billing periods (e.g., monthly or annually) until you change or cancel your Subscription. You are responsible for providing complete and accurate billing and contact information to AuditFile.com. If your fees are not paid within 30 days when due, AuditFile.com has the right to charge interest on the unpaid balance, from the date due until the date paid, at the rate of 8%, or the maximum amount allowed by applicable law, whichever is lower. AuditFile.com may also, in its sole discretion, suspend or terminate the Services if fees are 30 days past due.

IF YOUR ACCOUNT IS SET TO AUTO RENEWAL, OR IS IN A TRIAL PERIOD, AUDITFILE.COM MAY AUTOMATICALLY CHARGE AT THE END OF THE TRIAL, OR FOR THE RENEWAL, UNLESS YOU CANCEL THEIR SUBSCRIPTION.

To change or cancel your Subscription, you can log into your account and cancel from within the billing settings. To take effect before your next payment, you must change or cancel your Subscription at least three (3) business days in advance of such payment. If you cancel your Subscription in the middle of a payment period, you will not receive a prorated refund and your access to the Services will immediately terminate. Further, you acknowledge and agree that you may not issue a chargeback to AuditFile.com for your failure to cancel your Subscription.

AuditFile.com reserves the right, in its sole discretion, to change the recurring fees associated with your Subscription; however, such changes will only be made after notice of the fee change is provided to you with sufficient time for you to cancel or change your Subscription before the change takes effect. If you fail to cancel your Services during this notice window, you will be charged the increased fees.

Taxes

You are responsible for payment of all taxes and will charge tax when required to do so. If you are required by law to withhold any taxes, you must provide AuditFile.com with an official tax receipt or other appropriate documentation.

No Refunds

THERE ARE NO REFUNDS AND ALL SALES ARE FINAL, unless permitted under statutory warranties or guarantee that cannot be excluded or limited by law.

5. Ownership of and Responsibility for Subscriber Content

Any content you provide, regardless of whether you are a Subscriber, a User affiliated with a Subscriber’s account, a Master User, or other User, is referred to as “Subscriber Content.” Subscriber Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Services. You acknowledge that certain functionality of the Services may be dependent on the provision of Subscriber Content and may not be available without such Subscriber Content.

You remain the owner of your Subscriber Content, meaning you retain any intellectual property rights that you have in the Subscriber Content. By sharing your Subscriber Content on the Services, you hereby grant AuditFile.com a license to use your Subscriber Content, as described in more detail in Section 6.

Subscriber Content is your sole responsibility. You, and not AuditFile.com, are responsible for maintaining and protecting all Subscriber Content. AuditFile.com will not be liable for any loss or corruption of Subscriber Content, or for any costs or expenses associated with backing up or restoring any Subscriber Content. We likewise have no responsibility or liability for any loss or damage your Subscriber Content may cause to you or other entities or people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any Subscriber Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any Subscriber Content you post or store on the Services. If you authorize third parties to access your Subscriber Content through the Services, you agree that we are permitted to provide to them the Subscriber Content, and also agree that we have no responsibility or liability for their use of such Subscriber Content. It is up to you to make sure that your Subscriber Content obeys this Agreement and all applicable laws.

If a third-party asserts any legal claims against AuditFile.com regarding your Subscriber Content, you agree that you will indemnify, defend, and hold us harmless from and against all claims asserted by third parties (including, without limitation, other Users) that arise out of or relate to your Subscriber Content.

6. Limited License of Subscriber Content

We do not claim any ownership interest in your Subscriber Content, but we do need the right to use your Subscriber Content to the extent necessary to operate the Site and provide the Services, now and in the future. Therefore, by posting, modifying, or distributing Subscriber Content to or through the Services, you (a) grant AuditFile.com and its affiliates and subsidiaries a non-exclusive, royalty-free, perpetual, irrevocable, and transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such Subscriber Content, in the manner in and for the purposes for which the Services from time to time use such Subscriber Content; (b) represent and warrant that (i) you own and control all of the rights to the Subscriber Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that Subscriber Content, to or through the Services; and (ii) the use and posting or other transmission of such Subscriber Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

To be clear, aside from the rare exceptions we identify in our Privacy Policy, no matter how the Services change, we won’t share Subscriber Content with others, including law enforcement, for any purpose unless you direct us to. How we collect and use your information generally is also explained in our Privacy Policy.

7. AuditFile.com Intellectual Property

Our name, logo, product names, the Services, Software, Site domain, and all source code, product design, content, and other intellectual property associated with the Services other than your Subscriber Content (collectively, the “Company IP”) are trademarks, copyrights, trade dress, patents, and other intellectual property that are owned by Auditfile.com and our third-party licensors and suppliers.

While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you.

Nothing in this Agreements grants you any right, title, license, or interest in Company IP. You shall not at any time, nor shall you assist others to, challenge AuditFile.com’s right, title, or interest in, or the validity of, the Company IP.

The Services are for the Subscribers’ and Users’ use only. You may not resell, lease or provide them in any other way to anyone else.

8. Account Security

You are responsible for safeguarding the password, tokens, or other login credentials that are used to access the Services (the “Login Credentials”) and you agree not to disclose your Login Credentials. The Login Credentials are critical to the security of Users' data and Subscriber Content. Subscribers are responsible for ensuring that their Users safeguard their Login Credentials. Users, and the Subscribers that oversee them, are responsible for any activity using their accounts, whether they authorized that activity. You should immediately notify us of any unauthorized use of any account. You acknowledge that if you wish to protect your transmission of data or files to or from us, it is your responsibility to use a secure, encrypted connection to communicate with the Services. You also acknowledge that communications over the Internet may be subject to breaches of security and that the submission of your Subscriber Content or other information may not be secure. YOU ACKNOWLEDGE THAT SHARING LOGIN CREDENTIALS AND HAVING MULTIPLE PEOPLE USING A SINGLE ACCOUNT ARE EXPLICITLY PROHIBITED. YOU ALSO ACKNOWLEDGE THAT USING SOMEONE ELSE'S ACCOUNT IS EXPLICITLY PROHIBITED.

9. Software Updates; License to Use the Services

From time to time, we may develop new features, upgrades, bug fixes, patches, and other updates for our Software (collectively, “Updates”) that improve the performance and security of our Services. You hereby agree to the automatic installation, or pushing of Updates to your devices, and that we may do so without providing prior notice of the same or obtaining additional consent from you. At times, you may be required to consent to Updates or take certain actions with respect to your devices before the Updates may be installed. In such cases, you agree to follow all directions provided and timely install all Updates and assume all risk for failure to do the same.

So long as you comply with the terms of this Agreement (including all guidelines and policies of AuditFile.com), we grant you a limited-non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Services. This license does not allow you to reproduce, modify, duplicate, copy, sell, resell, distribute, transmit, or otherwise exploit (for any commercial purpose or otherwise) and part of the Services – including Subscriber Content of other Users – unless you first obtain our written permission. We reserve all rights not expressly granted in this Agreement. If you breach any provision of this Agreement, your license will automatically terminate.

10. Acceptable Use Policy; Prohibited Conduct

You will not, and will not attempt to, misuse the Services. For example, you must not, and must not attempt to, use the Services to do the following things:

YOU ARE PROHIBITED FROM UPLOADING ANY "SENSITIVE" PERSONALLY IDENTIFIABLE INFORMATION TO THE SERVICES, WHICH MAY INCLUDE, BUT IS NOT LIMITED TO, INFORMATION ABOUT YOURSELF OR ANY ANOTHER PERSON THAT MAY RELATE TO HEALTH OR MEDICAL CONDITIONS, SOCIAL SECURITY NUMBERS OR TAXPAYER IDENTIFICATION NUMBERS, DRIVER’S LICENSE NUMBERS, INFORMATION CONCERNING POLITICAL OPINIONS, CRIMINAL CHARGES OR CONVICTIONS, RELIGIOUS OR PHILOSOPHICAL BELIEFS, RACIAL OR ETHNIC ORIGIN, OR OTHER SENSITIVE MATTERS (“SENSITIVE PERSONAL INFORMATION”). If you upload any Sensitive Personal Information to the Services, your account and access to the Services may be terminated immediately. Notwithstanding the foregoing, AuditFile.com is not responsible for any Sensitive Personal Information uploaded to the Services and is under no obligation to ensure that Sensitive Personal Information is not uploaded to the Services.

The Services are not intended for use by persons under the age of 13, and Subscriber will ensure that it does not allow any person under 13 to use the Services. Subscriber will promptly notify AuditFile.com of any unauthorized use of, or access to, the Services.

The Services are provided with LIMITED or RESTRICTED RIGHTS. Any access or use of the Services by the United States government is subject to restrictions as set forth in FAR 12.212 or DFARS 227.7202-1(a), 227.7202-3(a) and 227.7202-4 (1995) and, to the extent required under U.S. federal law, the minimum restricted rights as set out in FAR 52.227-19 (DEC 2007) or FAR 52.227-14 (DEC 2007). To the extent any technical data is provided pursuant to the Terms, such data is protected per FAR 12.211 and DFARS 227.7102-2 and to the extent explicitly required by the U.S. government, is subject to limited rights as set out in DFARS 252.227.7015 (NOV 1995) and DFARS 252.227-7037 (SEPT 1999). In the event that any of the above referenced agency regulations are modified or superseded, the subsequent equivalent regulation shall apply. In case of conflict between any of the FAR and DFARS provisions listed herein and these Terms, the construction that provides greater limitations on the government's rights shall control. The name of the provider is AuditFile, Inc., C/O Goodwin Procter LLP, 3 Embarcadero Center, 28th Floor, San Francisco, CA 94111, United States of America. For purposes of any public disclosure provision under any federal, state or local law, it is agreed that the Site, the Software, the Apps, and the Services are trade secrets and a proprietary commercial product and not subject to disclosure. If Subscriber is an agency, department, or other entity of any state government, the United States government, or any other public entity or funded in whole or in part by the United Stated government, then Subscriber, and Subscriber’s Users, hereby agree to protect the Site, the Apps, and the Services from public disclosure and to consider the Services and the Site exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or use of the Services or the Site.

11. Copyright

We respect others' intellectual property and we ask that you do too. We follow the notice and takedown procedures of the Digital Millennium Copyright Act (“DMCA”). If you believe content on the Services violates your copyright, please immediately notify us by emailing a DMCA takedown notice to us. Your notice should include all of the information described below:

You should send your takedown notice to copyright@auditfile.com with the subject line “DMCA Infringement Notice: [INSERT YOUR NAME]. We will respond to all compliant notices of alleged copyright infringement. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers.

Please note that the DMCA requires that your takedown notice be submitted in good faith. This means you are required to evaluate whether the use of your content is a “fair use,” as fair uses are allowed under the law. If you are not sure if the Infringing Content infringes your copyright, you should consult with an attorney. If you submit a takedown notice in bad faith, the User who posted the Infringing Content could have legal claims against you. Takedown notices are not anonymous. If we act in response to your takedown notice—such as by removing the Infringing Content—we will pass on your takedown notice to that User to afford them an opportunity to respond.

11. Other Content

The Services and the Subscriber Content may contain links to third-party websites or resources. AuditFile.com does not endorse and is not responsible or liable for their availability, accuracy, content, products, or services. You are solely responsible for your use of any such websites or resources.

12. Termination and Suspension

We reserve the right to suspend or end your access to the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, fail to timely pay for the Services, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately. You acknowledge and agree that if your use is terminated, AuditFile.com has no obligation to continue storing your Subscriber Content or other data and may delete such data in its sole discretion. Although it is AuditFile.com’s intention for our Services to be available as much as possible, there may be occasions when our Services may be suspended or interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Consequently, AuditFile.com encourages you to maintain your own backup of your data. In other words, AuditFile.com is not a backup service, and you agree that you will not rely on AuditFile.com to maintain your own backup of your Subscriber Content and other data.

13. Indemnification

In addition to any other indemnification obligations expressly stated in this Agreement, you agree, on behalf of yourself as a Subscriber and your Users, to indemnify, defend, and hold harmless AuditFile.com and its owners, officers, directors, employees, contractors, attorneys, agents and licensors from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim, suit, action or proceeding regarding: (i) your breach of this Agreement, (ii) your Subscriber Content; (iii) your use of the Services in violation of these Terms; (iv) your uploading of Sensitive Personal Information to the Services; (v) your disclosure of or failure to protect the Login Credentials; or (vi) your violation of the privacy, intellectual property, or other right of any third party. The foregoing indemnification obligations may not be enforceable in some jurisdictions, so such obligations may not apply to you.

14. No Warranties

Though we want to provide a great service, there are certain things about the service we can’t promise. For example, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. AuditFile.com will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. You are fully responsible for securing and backing up your own Subscriber Content and other data. AuditFile.com does not warrant that the operation of our Services will be error-free or uninterrupted. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

Also, while we intend to give our Subscribers access to unparalleled tools to assist them providing professional services, we are not responsible in any way for any professional services (including, but not limited to, attestation services, audits, and tax preparation) that Subscribers or Users perform using our Services, and we are not responsible for ensuring that our tools are used correctly or appropriately within the context of any particular services rendered. Subscribers and Users must always rely on their own professional judgments when using the Services and will neither inquire not rely upon AuditFile.com for any tax, accounting, legal, or other professional or expert advice of any kind.

For example, AuditFile.com may provide suggested audit programs that may or may not be sufficient or appropriate for any particular audit. You are ultimately responsible for ensuring that an audit is adequate; by using the Services, you acknowledge and agree that AuditFile.com cannot be held responsible for audit failures stemming from the use of suggested audit programs that turn out to be insufficient.

Also by way of example, use of the Services does not relieve Subscriber or Users of responsibility for the preparation, content, accuracy (including computational accuracy), and review of tax returns that they prepare while using the Services or any other work product generated while using the Services.

You represent, warrant and covenant that all data, including personal information, provided or otherwise made available to AuditFile.com is done in compliance with all applicable state and federal law including privacy law, and that you have provided all necessary and appropriate notices, consents and opt-outs, and otherwise have all necessary and appropriate rights, to enable AuditFile.com to process any data in order to provide the Services. If you are subject to a specific privacy law, for example HIPPA or GLBA, you will provide AuditFile.com with prior notice before purchasing, accessing, or using the Services.

15. Limitation of Liability

EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AUDITFILE.COM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT AUDITFILE.COM HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES IS THE AMOUNTS PAID BY YOU TO AUDITFILE.COM FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.

16. Force Majeure

AUDITFILE.COM WILL NOT BE LIABLE FOR FAILURE OR DELAY IN PERFORMANCE TO THE EXTENT CAUSED BY CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, EPIDEMICS, PANDEMICS, CIVIL UNRESET, WAR, ARMED CONFLICT, TERRORISM, NUCLEAR/BIOLOGICAL/CHEMICAL ACCIDENTS, FOOD SHORTAGES, OIL AND NATURAL GAS SHORTAGES, DROUGHT, SEVERE WEATHER, EARTHQUAKES, FIRES, SUPPLY CHAIN DISRUPTIONS, OR THEFT OR DESTRUCTION OF OUR SERVICES.

17. Confidential Information

You, on behalf of yourself as a Subscriber and your Users, agree not to use any Confidential Information (as hereinafter defined) disclosed to it by us for your own use or for any purpose other than to assist in your auditing processes. You and all of your Users shall not disclose or permit disclosure of any Confidential Information to third parties. You and all of your Users agree that you shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under these Terms to have any such information. Such measures shall include the degree of care that you utilize to protect your own Confidential Information of a similar nature. You agree to notify us of any misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to your attention. If you become legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, you will provide us prompt written notice of such disclosure and will assist us in seeking a protective order or another appropriate remedy. If we waive your compliance with this Section or fail to obtain a protective order or other appropriate remedy, you will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

You and all of your Users agree that any violation or threatened violation of these provisions related to the use and disclosure of Confidential Information will cause irreparable injury to AuditFile.com, entitling AuditFile.com to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond being required to be posted.

“Confidential Information” means any oral, written, graphic or machine-readable information, technical data or know-how, including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), computer programs, algorithms, interfaces, inventions, processes, work flows, business plans, agreements with third parties, services, and customers, whether or not designated as “confidential” at the time of disclosure. Confidential Information shall include information disclosed by us before the date Subscriber first subscribed, but shall not include information that: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Subscriber by us; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Subscriber by us through no action or inaction of Subscriber; or (iii) is in the rightful possession of Subscriber without confidentiality obligations at the time of disclosure by us to Subscriber as shown by Subscriber’s then-contemporaneous written files and records kept in the ordinary course of business.

18. Modifications

We may revise these Terms from time to time and the most current version will always be posted on our Site. If a revision, in our sole discretion, is material we will notify the Master User (for example via email to the email address associated with the Master User’s account). Other changes may be posted to our terms page, so please check that page regularly. If a User affiliated with a Subscriber continues to use the Services after revisions become effective, the Subscriber and the User each agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services and stop your Users from using the Service.

19. Assignment

You may not assign any of your rights in these Terms, and any such attempt is void. AuditFile.com may assign its rights, with or without notice to you, to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

20. Controlling Law

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. These Terms will not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable.

21. Entire Agreement

These Terms constitute the entire and exclusive agreement between you and AuditFile.com with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights.

22. Notice

We may send you, in electronic form, information about our Services, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for our Services or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using our Services. You must provide legal notice to us via email to support@auditfile.com, with a duplicate copy sent via registered mail, return receipt requested, to the mailing address specified on our website. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

23. Severability

These Terms apply to the maximum extent permitted by relevant law. If a provision is found unenforceable, the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.

24. Time Limitation on Claims

Claims must be filed within one year. You must bring any claim related to these Terms or our Services within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it is not filed in time, the claim is permanently barred.

25. Waiver

AuditFile.com’s failure to enforce a provision is not a waiver of its right to do so later.

26. Relationship

AuditFile.com and you are not legal partners or agents; instead, our relationship is that of independent contractors.