General Services Administration Contract Terms of Service

Last Updated: November 10, 2020
N.B.: This document only applies to applies to customers using General Services Administration Contract Number: 47QTCA21D002H for procurement.

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AuditFile.com Terms of Service

Version: General Services Administration - November 10, 2020

AuditFile, Inc. (“AuditFile.com,” “we,” or “us”) provides the AuditFile.com web site (the “Site”), affiliated software and mobile applications (the "Apps"), and the services provided by or through the Site and the Apps (the “Services”) subject to these terms and conditions of use, and all polices and guidelines referenced herein (the “Terms”).

1. General

In the context of these Terms, firms or other entities that subscribe to our Services are called “Subscribers”. The primary contact and account administrator at a Subscriber is called the “Master User,” and if you are a Master User, by registering for and using the Services you represent that you have proper authorization to bind the Subscriber to these Terms. All individuals who use the Services, whether or not they are a Master User, are called “Users”.

By both parties executing this Agreement in writing, or a purchase order incorporating this Agreement, you agree to be bound by these Terms. If you are a Master User, by using the Services or allowing any of the Subscriber’s Users to use the Services, you are agreeing to these Terms on behalf of the Subscriber.

The Services may continue to 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 both parties executing this Agreement in writing, or a purchase order incorporating this Agreement you agree to our use of cookies placed on your device by our Services pursuant to the terms of our attached 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 attached Privacy Policy is incorporated into and subject to these Terms, and by agreeing to these Terms, you are acknowledging and accepting the Privacy Policy.

2. Fees

Fees for the Services are described on the Site in accordance with the GSA Schedule Pricelist.

Subscriber is responsible for providing complete and accurate billing and contact information to AuditFile.com.

Vendor shall state separately on invoices taxes excluded from the fees, and the Subscriber agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.

3. Ownership of and Responsibility for Content

Content provided by Users affiliated with a Subscriber’s account, whether they are Master Users or other Users, is called “Subscriber Content.” AuditFile.com’s only right to Subscriber Content is the limited licenses to it granted in these Terms.

Subscriber Content is the Subscriber’s 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.

4. 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, 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 attached 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.

5. AuditFile.com Property

These Terms do not grant you any right, title, or interest in the Services, Software, or the content in the Services. 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. The Software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the AuditFile.com trademarks, logos, domain names, or other brand features.

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.

6. Account Security

Users are responsible for safeguarding the password, tokens, or other login credentials that are used to access the Services (the “Login Credentials”) and Users agree not to disclose their Login Credentials. The Login Credentials are critical to the security of Users' data or 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 or not 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.

7. Software and Updates

Some use of our Services may require you to download a client software package or mobile application (“Software”). We hereby grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available.

8. Acceptable Use Policy

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:

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 of the Service, shared areas of the Service you have not been invited to, or AuditFile.com’s (or our service providers’) computer systems;

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;

plant malware or otherwise use the Services to distribute malware;

access or search the Services by any means other than our publicly supported interfaces (for example, “scraping”);

send unsolicited communications, promotions or advertisements, or spam;

send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;

use the Services to produce products or services that compete with those offered by AuditFile.com;

publish anything that is fraudulent, misleading, or infringes another's rights;

promote or advertise products or services other than your own without appropriate authorization;

impersonate or misrepresent your affiliation with any person or entity; or

violate the law in any way, or to violate the privacy of others, or to defame others.

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”). 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 and, to the extent required under U.S. federal law, the minimum restricted rights as set out in 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 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 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.

9. Copyright

We respect others' intellectual property and we ask that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

AuditFile Copyright Agent
C/O Goodwin Proctor LLP
3 Embarcadeo Center, 28th Floor
San Francisco, CA 94111
copyright@auditfile.com

10. 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.

11. Termination and Suspension

Though we’d much rather you stay, Subscribers or individuals Users may stop using our Services any time. Before your voluntary termination, you are responsible for retrieving all of your Subscriber Content from our Services. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Subscriber shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.

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.

12. Reserved

13. Limited Warranty

Though we want to provide a great service, there are certain things about the service we can’t promise. We warrant that the SERVICES AND SOFTWARE will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with SERVICES AND SOFTWARE written materials accompanying it. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, 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 nor 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. Auditors 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.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AUDITFILE.COM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) 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; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE AMOUNTS PAID BY YOU TO AUDITFILE.COMUNDER THE APPLICABLE PURCHASE ORDER(S). Some states do

not allow the types of limitations in this paragraph, so they may not apply to you. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.

15. Force Majeure

EXCUSABLE DELAYS SHALL BE GOVERNED BY FAR 52.212-4(F).

16. Confidential Information

Subscriber and all Users agree not to use any Confidential Information (as hereinafter defined) disclosed to it by us for its own use or for any purpose other than to assist in the Subscriber’s auditing processes. Subscriber and all Users shall not disclose or permit disclosure of any Confidential Information to third parties. Subscriber and all Users agree that they 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 Subscriber utilizes to protect its own Confidential Information of a similar nature.

Subscriber agrees to notify us of any misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to Subscriber’s attention. If Subscriber becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Subscriber 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 Subscriber’s compliance with this Section or fail to obtain a protective order or other appropriate remedy, Subscriber 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.

Subscriber and all 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.

We recognize that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which may require that certain information be released, despite being characterized as “confidential” by the vendor.

“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.

17. Modifications

We may revise the non-material terms and conditions of this Agreement from time to time and the most current version will always be posted on our website. Any material updates to these Terms shall be presented to Ordering Activity for review and will not be effective unless and until both parties sign a written agreement updating these terms . 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 non-material Terms. If you do not agree to the new terms, please stop using the Services and stop your Users from using the Service.

18. Assignment

The parties may not assign any of their rights in these Terms, and any such attempt is void. The Anti-Assignment Act, 41 USC 6305, prohibits the assignment of Government contracts without the Government's prior approval. Procedures for securing such approval are set forth in FAR 42.1204.

19. Reserved

20. Controlling Law

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY THE FEDERAL LAWS OF THE UNITED STATES. 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 six years.

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.