AuditPRO Subscription Services Agreement Terms and Conditions

  1. Definitions - The following definitions shall apply to the terms and conditions of your subscription:

    “Subscriber” As used herein “Subscriber” refers to either (a) enduser AuditPRO Subscriber who purchases the AuditPRO Subscription Services described in this Agreement directly from AuditPRO or from an authorized AuditPRO reseller or distributor.
    “AuditPRO portal” means the web portal available online to Subscribers for which subscription services can either be purchased or renewed and from which services can be accessed.
    “Subscription Services” means the individual service or set of services (such as service suites) to be provided by AuditPRO to Subscriber pursuant to the terms of this agreement.
    “Support” means services that AuditPRO provides to ensure that Subscriber has continuous access to features, functionality and data under the scope of Subscription Services and any revisions thereto for the duration of any paid Term of Subscription.
    “Software” means one or more AuditPRO software products or programs provided to Subscriber by AuditPRO in connection with the applicable elements of the Subscription Services.

  2. AuditPRO Subscription Services: Pursuant to the terms of this Service Agreement (this “Agreement”), AuditPRO will provide the AuditPRO Subscription Services, including the AuditPRO Portal, and Support described in this Agreement to Subscriber within the United States. In connection with the AuditPRO Subscription Service, AuditPRO may license to Subscriber certain Software. Part of the Subscription Services may be provided by third parties selected by AuditPRO. Subscriber hereby acknowledges and agrees that the Subscription Service is offered by AuditPRO with the condition that Subscriber accepts without modification the terms and conditions set forth herein. Subscriber’s acceptance of these terms and conditions will be deemed to occur upon Subscriber’s purchase of the Subscription Services. AuditPRO may, at its discretion, change the terms of this Agreement from time to time without notice to Subscriber. In the event of any conflict between this agreement and any Service Descriptions, the terms and conditions of this Agreement shall control.
  3. Charges: Subscriber will pay for the applicable Subscription Service at the time such service is purchased from AuditPRO or an authorized AuditPRO reseller or distributor. Subscriber will pay all applicable taxes.
  4. Subscriber Representations: By purchasing the Subscription Services, Subscriber hereby represents that: (i) it has the legal right, capacity and authority to enter into this Agreement with AuditPRO and be legal bound by the terms and conditions herein; (ii) any and all information provided by Subscriber to AuditPRO or authorized AuditPRO resellers and distributors in connection with the Subscription Services, including personal information (such as name, address, credit card number, expiration date, email account, etc.), is true, accurate and complete, and any change to such information will be promptly informed to AuditPRO; (iii) the Subscription Services are purchased for Subscriber’s use, not for resale, redistribution or otherwise share with other parties or entities; (iv) it shall not engage in inappropriate use with respect to the purchased Subscription Services.
  5. Service Requirements: Subscription Services are provided based on the assumption that Subscriber meets certain requirements. With respect to Subscription Services that can only be delivered remotely, Subscriber’s PC must be able to “boot to desktop” and it is Subscriber’s responsibility to have adequate Internet connection as required for AuditPRO to provide the service. If diagnostic software is used as part of the Subscription Services, the products to which the service is provided will be configured in accordance with AuditPRO’s instructions. During the Term, Subscriber must maintain a valid email account to receive notices and other information regarding the Subscription Service. Even if all the Service Requirements are met, the Subscription Service purchased by Subscriber may not be available at all times.
  6. Warranty: SUBSCRIBER AGREES AND ACKNOWLEDGES THAT THE SUBSCRIPTION SERVICES ARE PROVIDED BY AuditPRO ON AN “AS IS” BASIS. AuditPRO DOES NOT PROVIDE ANY WARRANTY WHATSOEVER, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, AuditPRO SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
  7. Eligibility: Unless otherwise specified, AuditPRO subscription services will only be provided to Subscribers located in the US. AuditPRO does not provide Subscription Services to Subscriber not located in the US.
  8. Intellectual Property Rights: Subscriber will not gain by virtue of this Agreement any rights of ownership of copyrights, patents, trade secrets, trademarks or any other intellectual property rights owned by AuditPRO. AuditPRO will retain exclusive ownership in all services deliverables created hereunder and will own all intellectual property rights, title and interest in any ideas, concepts, know how, documentation or techniques developed under this Agreement. AuditPRO grants Subscriber the right to use the services deliverables solely for Subscriber’s authorized employees.
  9. Ownership of Data: Subscriber is the owner of data that it inputs into the AuditPRO portal as well as the determinations resulting from the Audit Pro analysis of subscriber’s data. AuditPRO will maintain the subscriber’s data for a period of three (3) years from the date when the subscriber terminates service. After that date, the data will be purged from AuditPRO systems. AuditPRO reserves the right to access the data and AuditPRO work product collected strictly for use by AuditPRO for statistical analysis.
  10. Confidentiality: Subscriber agrees that Subscriber shall treat the design and performance of the Subscription Services that are accessible to Subscriber only via password protected access and any documentation or materials we make available to Subscriber under this agreement as confidential and shall not disclose them to any third party except in the furtherance of the parties’ business relationship with each other. If Subscriber is a government customer, this Section is subject to the requirements of applicable trade secret, public records, and similar laws. Neither party shall make any public statement concerning the terms or our business relationship as provided in this agreement without the other party’s prior written consent.
  11. Limitations of Liability and Remedies: To the extent AuditPRO is held legally liable to Subscriber, AuditPRO's liability is limited up to the maximum of the purchase price paid by Subscriber under this Agreement for the Services at issue. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDIES. EXCEPT AS INDICATED ABOVE, IN NO EVENT WILL AuditPRO, ITS AFFILIATES, ITS SUBCONTRACTORS, OR SUPPLIERS, RESELLERS, OR DISTRIBUTORS BE LIABLE FOR LOSS OF DATA OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING DOWNTIME COSTS OR LOST PROFIT), OR OTHER DAMAGE WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE.
  12. Limitations ofService:
    1. AuditPRO does not support or provide service to any nonsupported software unless otherwise agreed by AuditPRO.
    2. Unless specifically stated, AuditPRO does not support or provide service to any network or Internet connectivity matters of Subscriber.
    3. AuditPRO is not responsible to provide services that, in the reasonable opinion of AuditPRO, are required due to Subscriber’s inappropriate use of the PC or the software applications. Additional fees at rates then in effect at the time of loss shall apply.
    4. AuditPRO is not responsible to provide services that, in the reasonable opinion of AuditPRO, are required due to unauthorized attempts by nonAuditPRO personnel to install, repair, maintain, or modify software provided by AuditPRO. Additional fees at rates then in effect at the time of loss shall apply.
    5. AuditPRO is not responsible to provide services that, in the reasonable opinion of AuditPRO, are required due to Subscriber’s unauthorized modifications made to software. Additional fees at rates then in effect at the time of loss shall apply.
  13. Subscriber Responsibilities: The Subscription Service covered by these Terms and Conditions, confirmation of payment and relevant instructions on how to access the applicable services will be communicated to Subscriber via email. In addition, Subscriber must;
    1. Ensure that the purchased Subscription Service is registered to and accessed only by authorized users. AuditPRO reserves the right to terminate any Subscription Service if such service is found to have been used by unauthorized users.
    2. Be responsible for the management and protection of the unique access number(s) to the purchased Subscription Service's to prevent any fraudulent use by other users.
    3. Use all reasonable efforts to support and cooperate with AuditPRO in connection with the Subscription Services, including without limitation, to provide all information necessary for AuditPRO to deliver the services timely and to enable AuditPRO to determine the level of support eligibility. Subscriber acknowledges that AuditPRO’s ability to deliver this service is dependent upon the Subscriber’s full and timely cooperation with AuditPRO, as well as the accuracy and completeness of any information and data provided to AuditPRO by Subscriber.
    4. Acknowledges that Subscriber has no ownership interest in software provided by AuditPRO, if any, and will cooperate with AuditPRO to remove these programs upon completion of the applicable service.
  14. Transfer of Service: Subscription Services provided in connection with this Agreement may only be transferred with AuditPRO’s prior written consent.
  15. Term: This agreement will begin on the date of initial purchase of the Service and shall continue until either it expires or is terminated by either party pursuant to this Agreement (the “Term”).
  16. Governing Laws: Any disputes arising in connection with this Agreement will be governed by the laws of the State of Maryland. The courts of the State of Maryland shall have exclusive jurisdiction over any disputes related to this Agreement.
  17. Entire Agreement: The terms and conditions of this Agreement, together with the applicable terms, conditions or agreements between Subscriber and AuditPRO’s resellers or distributors and the applicable Service Datasheet if any, constitute the entire understanding between the parties relating to the provision of services described herein and will supersede any previous communication, representation or agreement whether oral or written. Subscriber's additional or different terms and conditions will not apply. Subscriber's acceptance of this Agreement is deemed to occur upon Subscriber's purchase of service. No change of any of the terms and conditions will be valid, unless in writing signed by an authorized representative of each party.
  18. Miscellaneous:
    1. Independent contractors. AuditPRO and Subscriber are independent contractors for all purposes regarding this agreement. Subscriber does not have any agency, franchise or fiduciary relationship with AuditPRO under this agreement.
    2. No third-party beneficiaries. This agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this agreement.
    3. Assignment. Subscriber may not assign this agreement. AuditPRO may assign this agreement to our Affiliates.
    4. Severability. If a court holds any provision(s) of this agreement to be illegal, invalid or unenforceable, the rest of this agreement will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible.
    5. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.