THE FOLLOWING DESCRIBES THE TERMS ON WHICH AUDITMINER INC. OFFERS YOU ACCESS TO OUR SERVICES.
This Agreement is effective starting January 15, 2020.
AuditMiner Inc. (“AuditMiner”, “we”, “us”) provides the website auditminer.com (the “Website”), and affiliated software. The Services provided by or through the Website is subject to these terms and conditions of use, and all policies and guidelines referenced herein (the “Terms”). In these Terms, our customers and the persons to whom they give access to their AuditMiner account are called “Subscribers.”
If you have any questions, please email us at support@auditminer.com
You must read, agree with , and accept all of the terms and conditions contained in this User Agreement and the Privacy Statement , which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a Subscriber of AuditMiner. We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as an AuditMiner Subscriber. By accepting this User Agreement, you also agree that your use of other AuditMiner websites will be governed by the terms and conditions posted on those websites.
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.
We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective immediately upon posting on our site. You will not be notified in writing or by email of any changes in this Agreement. This Agreement may not be otherwise amended except in writing signed by you and AuditMiner Inc.
1. Eligibility
Our services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors or to temporarily or indefinitely suspended AuditMiner members. If you are a minor, you cannot use this service. If you do not qualify, please do not use our services. Further, your AuditMiner account (including feedback) and User ID may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. If you are registered as an individual, you represent that you are the individual you purport to be.
2. Fees
Fees for the Services are described on the Site but are subject to change. If they are changed, we will give the Subscriber at least 30 days’ notice. The Subscriber is responsible for providing complete and accurate billing and contact information to AuditMiner. The Subscriber is responsible for paying all fees associated with using our service and our website and all applicable taxes. AuditMiner may suspend or terminate the Services if fees are 30 days past due. The Subscriber is responsible for all taxes. The Subscriber will pay tax when required to do so . If the Subscriber is required by law to withhold any taxes, the Subscriber must provide AuditMiner with an official tax receipt or other appropriate documentation.
3. Registration Data; Account Security
If you register for an account on the Services, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your authentication credentials (e.g. password, tokens) and API key (if applicable); (c) maintain and promptly update the Registration Data, and any other information you provide to AuditMiner, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to AuditMiner. You are responsible for all of your activity on your AuditMiner account (including those of your authorized users and of any third party using your users’ log-in details through no fault of AuditMiner).
4. Ownership of and Responsibility for Content
The Subscriber Content is the Subscriber’s sole responsibility. You, and not AuditMiner, are responsible for maintaining and protecting all Subscriber Content. AuditMiner 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.
5. Limited License of Subscriber Content
a. 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 Website 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 AuditMiner 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 control all of the rights to the Subscriber Content that you upload or otherwise distribute, or you otherwise have the lawful right to upload and distribute that Subscriber Content, to or through the Services; and (ii) the use and uploading 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 will not 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.
b. It is part of the nature of the Services that the algorithms used in the Service continue to be updated and adjusted as different patterns are identified. Such patterns may be identified by us as a result of analysis of your User Content. You hereby acknowledge and agree that AuditMiner is entitled to collect and retain any anonymized results of any analysis of your User Content (but excluding any actual User Content) for the purpose of making additions, adjustments or modifications to any algorithm (“Algorithm Adjustment”). AuditMiner shall retain all intellectual property rights to such Algorithm Adjustments and, without limiting the foregoing, you acknowledge that (a) we (including all of our successors and assigns) may freely use any Algorithm Adjustment without any restrictions; and (b) you are not entitled to receive any compensation or re-imbursement of any kind in respect of any Algorithm Adjustment.
6. Ownership of Intellectual Property.
AuditMiner shall have and retain all rights, title, and interest in all Intellectual Property relating to the Service or arising out of the relationship described in this Agreement. “Intellectual Property” means all ideas, discoveries, inventions, developments, designs, improvements, trademarks, service marks, trade secrets, proprietary information, programs, source code, object code, applications for patents, patents, copyrights (for the duration thereof, including renewals, extensions, and reversions thereof), copyrightable works, and the goodwill associated therewith, including enhancements, improvements, and derivative works, either presently existing or hereinafter arising. You hereby assign and transfer to AuditMiner any and all rights in any such Intellectual Property, either presently existing or hereinafter arising, and agree to take such actions (at AuditMiner’s expense) as AuditMiner may reasonably request to secure such rights for AuditMiner. While a registered user of our service, and for a period of two (2) years from the date of last login, you agree not to offer services or assist others in offering services that would compete in any way with the services offered by AuditMiner. Unsolicited ideas or product feedback will automatically become our property, without any compensation to you and we may use or distribute such submissions and their contents for any purpose and in any way without any obligations of confidentiality or otherwise.
a. 6.1 License. You agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use your company name, registered trademark, word mark, service mark, and logo in correspondence with Clients and Users related to the Service.
7. Access and Interference
You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not reverse engineer, disassemble, decompile, decode, adapt, develop, or modify the Website or Service, or otherwise attempt to derive or gain access to the source code of the Website or Service, in whole or in part. You agree that you will not use any device, software or routine to bypass our security features, or to interfere or attempt to interfere with the proper working of the AuditMiner site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to AuditMiner by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of AuditMiner or the appropriate third party. You must ensure that all information you supply to us through our Website or Service, or in relation to our Website or Service, is true, accurate, complete, and not misleading. You shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of this information. You shall not access all or any part of our Website or Service to build a product or service which competes with the Service. You shall not attempt to obtain, or assist third parties in obtaining, access to our Website or Service, other than as provided under this Agreement. You shall not make, nor permit any party to make, any use of our Website or Service other than to avail of the Service. You shall not make alterations to, or permit our website or Service or any part of it to be combined with, or become incorporated into, any other programs. You shall not provide or otherwise make available our Website or the Service in whole or in part (including object and source code), in any form, to any person without our prior written consent. You shall not infringe on our licensors’ intellectual property rights or those of any third party in relation to your use of our Website or Service.
8. 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 Subscribers agree not to disclose their Login Credentials. The Login Credentials are critical to the security of Subscriber Content. Subscribers are responsible for ensuring that they safeguard their Login Credentials. 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.
9. Audit Rights
AuditMiner may, from time to time, conduct various audits of the Subscriber’s practices and procedures to determine the Subscriber’s compliance with this Agreement. The Subscriber will supply reasonable cooperation in all audits. AuditMiner may conduct on-site and/or off-site audits of the Subscriber’s facilities as AuditMiner determines during normal business hours, and upon reasonable notice.
10. Privacy.
We do not sell or rent your personal information to third parties and we only use your information as described in the Privacy Statement. We view protection of users’ privacy as a very important community principle. We understand clearly that you and your information are one of our most important assets. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices.
All Customer content residing within AuditMiner’s secure processing controls will be maintained and stored according to our stated security and privacy policies. AuditMiner takes no responsibility for Customer Financial information once this data is no longer within AuditMiner’s control (e.g data downloaded by user or mailed confirmations).
11. Breach
Without limiting other remedies, we may immediately remove you, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
12. Other Content
The Services and the Subscriber Content may contain links to third-party websites or resources. AuditMiner 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.
13. Indemnification
Subscriber will indemnify, defend, and hold harmless AuditMiner 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) Subscriber Content; (ii) Subscriber’s use of the Services in violation of these Terms; (iii) Subscriber’s uploading of Sensitive Information to the Services; (iv) Subscriber’s or its Users’ disclosure of or failure to protect the Login Credentials; or (v) use of the Services by Subscriber’s Users.
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. AuditMiner 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. AuditMiner 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 in 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 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 AuditMiner for any tax, accounting, legal, or other professional or expert advice of any kind.
Use of the Services does not relieve the Subscriber of responsibility for the preparation, content, accuracy (including computational accuracy), and review of information that they prepare while using the Services or any other work product generated while using the Services.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AUDITMINER, 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 AUDITMINER 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 GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO AUDITMINER 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
AUDITMINER 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, OR THEFT OR DESTRUCTION OF OUR SERVICES.
17. Confidentiality
You may be given access to our confidential information or confidential information from other authorized Subscribers in relation to your use of our Website or Service. Information and knowledge related to the operation and processes of the Website and Service are also considered confidential information. You shall hold confidential information in confidence and, unless required by law, not make confidential information available to any third party, or use confidential information for any purpose other than as provided for in using our website or Service. You shall take all reasonable steps to ensure that confidential information to which you have access is not disclosed or distributed by any person in violation of this Agreement. You acknowledge that details of the Service constitute our confidential information.
18. Legal Compliance
Subscriber represents and warrants that it has read, understands and shall comply with all laws, regulations and judicial actions including, but not limited to, the Identity Theft and Assumption Deterrence Act, the Fraud and False Statements Act, the USA PATRIOT Act, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Gramm-Leach-Bliley Act and the Fair Credit Reporting Act (15 U.S.C. 1681 et seq.), including without limitation, all amendments thereto, and all other applicable federal or state legislation, regulations and judicial actions, as now or as may become effective.
The Subscriber certifies that it will use the service and the information received for no other purpose than is legally permissible. The Subscriber understands that if the system is used improperly by company personnel, or if its access codes are made available to any unauthorized personnel due to carelessness on the part of the Subscriber or any other, it may be held responsible for financial losses, fees or monetary charges that may be incurred and that its access privileges may be terminated.
19. No Agency
You and AuditMiner are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
20. Notices
Except as explicitly stated otherwise, any notices shall be given by postal mail to AuditMiner Inc. Attn: Legal Department P.O. Box 540547, Omaha, NE, 68154 (in the case of AuditMiner) or to the email address you provide to AuditMiner during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to AuditMiner during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
21. Inactive Accounts; Termination of Agreement
If your account is inactive for at least 18 months, we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive for some time and don’t want us to deactivate it, let us know in advance. If, after your account has been deactivated, it stays inactive and we don’t hear from you for at least four (4) weeks, we may terminate it at any time without further notice.
You and AuditMiner may terminate your use of the Services including your agreement to these Terms at any time. If you terminate your use of the Services, you must pay the fees applicable for the balance of the then current billing period, including for any Add-ons you may be using. When your AuditMiner account is terminated, your Subscriber Content will, shortly thereafter, not appear on the Services. We may also retain an archival copy of your Subscriber Content after termination, and you hereby grant to us a non-exclusive, perpetual, irrevocable, fully paid-up license to maintain such archival copy which shall remain subject to the obligations of confidentiality and security and such copy shall not be accessed except for archive administration.
If these Terms expire or terminate for any reason, Sections 6 and 9 through to 20 (inclusive shall survive indefinitely).
22. Assignment
You agree that this Agreement and all incorporated agreements may be automatically assigned by AuditMiner, in our sole discretion, to a third party in the event of a merger or acquisition. You may not, without our prior written consent, assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under this Agreement.
23. Governing Law
This Agreement shall be governed in all respects by the laws of the State of Delaware, without reference to conflict of laws principles. You further consent to exclusive jurisdiction by the United States District Court for the District of Delaware.
24. Miscellaneous
This Agreement, together with any other written agreement, between us that expressly incorporates these Terms (if any) constitute the entire agreement between you and AuditMiner in respect to the Services, superseding any other agreements or discussions, oral or written, and may not be changed except by a written license agreement with AuditMiner or a distributor of AuditMiner. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms. The terms and conditions of this Agreement shall prevail over any pre-printed terms on any quotes, orders, purchase orders or purchase order acknowledgements and shall prevail over any other communications between the parties in relation to the Services and the Services shall be licensed pursuant to the terms and conditions of this Agreement hereof unless you have executed a written license agreement with AuditMiner or a distributor of AuditMiner, in which case the Services shall have been licensed pursuant to the terms and conditions of such written license agreement. You may not assign this Agreement whether voluntarily, by operation of law or otherwise without AuditMiner’s prior written consent. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer employee, agency or franchisor-franchisee relationship between you and AuditMiner.
25. Contact
If you have any questions or concerns about this Agreement and/or if you wish to contact AuditMiner for any reason, please contact us at support@auditminer.com.
