Terms of Sale
These Terms of Sale (“Terms”) govern the business relationship between our SOC1 Toolkit customers (“Customer”) and AuditMiner, Inc. (“AuditMiner,” “we,” or “us”) and apply to your purchase of any and all respective SOC1 Review Toolkit(s) (as defined below). You must read, agree to, and accept all of the terms and conditions listed here before you may compete the purchase. We reserve the right to change these Terms in our sole discretion at any time during the course of our business.
1 THE PRODUCT
AuditMiner provides to Customers a SOC1 Review Toolkit (the “Toolkit”), whether one or more, the specific Toolkit of which Customer has selected and is purchasing through AuditMiner’s website and shopping cart. To complete the purchase, Customer must submit their personal/business contact and payment details regarding their purchase.
1.1 Customer Responsibilities
In requesting the purchase of a toolkit, you agree to the terms and conditions of sale as required by AuditMiner. We are under no obligation to provide the Toolkit(s) if the request fails to meet all requirements. Further, by making a request, you represent and warrant that you have all necessary rights to share with us the information requested.
1.2 Fees
AuditMiner charges a flat fee per each Toolkit purchased, at the rate set out on the website (“Fee”). Payment of the Fee is due at the time of the Purchase Request. AuditMiner reserves the right to withhold the delivery of the toolkit until such Fee has been paid in full, or conditions for payment are approved. We reserve the right to alter the price per Toolkit in our sole discretion, and such price changes are effective immediately upon being posted to our website for all future purchases.
1.3 Delay of Sale
Seller shall not be liable or responsible to Customer, nor be deemed to have defaulted or in breach of agreement, for any failure or delay in fulfilling or performing any term of the purchase when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
1.4 Distribution or Resale of Toolkit:
AuditMiner reserves all rights to the content of its Toolkits. Reproduction, distribution, or resale of any purchased toolkit, in its original or edited form, is in conflict with the Terms of Sale as agreed to herein.
2 CONFIDENTIALITY
Due to the nature of the Services, Customer is likely to share confidential information, AuditMiner will not disclose the same to any third party nor make use thereof in any manner not related to the purchase as defined herein.
2.1 Definition of Confidential Information
As used herein, Confidential Information shall mean any and all non-public proprietary information provided by either party. Confidential Information shall also include any proprietary or secret information that is either marked as such, or that a reasonable person would understand to be confidential including but not limited to any trade secrets, business plans, customer lists, or other proprietary information.
2.2 Permissibility of Information Disclosure
Customer represents and warrants that it is fully authorized and legally permitted to share all information or Confidential Information it provides or discloses to AuditMiner, including copies of Customer’s SOC1 report, and including for the purposes of AuditMiner completing and providing the Toolkit.
3 ACCOUNT TERMINATION
Account activation for purchase of a Toolkit(s) does not constitute a continued business relationship or term. The account relationship will terminate after each completion of purchase and toolkit successfully delivered to Customer. However, the obligations of confidentiality herein shall continue indefinitely so long as either party has access to the Confidential Information of the other.
4 INDEMNIFICATION
Both Customer (as an “Indemnifying Party”) and AuditMiner (as an “Indemnifying Party”) shall indemnify the other party (as an “Indemnified Party”) from and against claims brought by a third party, to the extent caused by the negligence of the Indemnifying Party or the breach of any representation or warranty in connection with this purchase. In the event the injury or damage is caused by joint or concurrent negligence of Buyer and Seller, the loss or expense shall be borne by each party in proportion to its degree of negligence. For purposes of Seller’s indemnity obligation, no part of the Products is considered third party property.
5 WARRANTY DISCLAIMER
AUDITMINER, MAKES NO WARRANTY OF ANY KIND REGARDING THIS WEBSITE AND/OR ANY ITEM PURCHASED THEREON, ALL OF WHICH ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT WARRANTY OF GUARANTEE OF ANY KIND. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THIS WEBSITE AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO OUR PROVISION OF THE SERVICES, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS THOSE WARRANTIES ARISING IN STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
6 LIABILITY LIMITATIONS
Customer’s use and reliance on the information included in the Toolkit is at your own risk. Our product does not constitute any legal or professional advice and should not be relied upon as such. It should be understood by the customer that the Toolkit represents only that information associated with the selected SOC1 Report. Notwithstanding anything to the contrary and without limiting the foregoing, we shall not be liable to you for any injury, loss, claim, damage, or damages, including, but not limited to, any special, exemplary, punitive, indirect, incidental or consequential damages of any kind, whether based in contract, tort, strict liability, or otherwise, unless such damages are due to our gross negligence or more culpable conduct. In no event shall we be liable to you for damages in excess of the total aggregate amount paid for the Toolkit giving rise to any such damages.
7 MISCELLANEOUS
If any provision of these Terms is found to be unenforceable or invalid, that provision will be eliminated or revised to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable and so the intentions of the parties are correctly reflected. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. Any boilerplate or other preprinted terms set out on any purchase order shall have no force and effect. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created by these Terms and neither party shall have any authority of any kind to bind the other party in any respect whatsoever. If a final order is issued in any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees incurred in connection with such litigation. All notices required by these Terms shall be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms shall be governed by the laws of the State of Nebraska without regard to its conflict of laws provisions and each party irrevocably agrees to the exclusive jurisdiction of the local, state, federal courts.
