1. Acceptance. Welcome to www.auditnet.org (the “Site”). This Agreement states the terms and conditions of the Site. Please review this Agreement carefully. By accessing, browsing, or using the Site (“Use”), all users and viewers acknowledge acceptance of the terms and conditions listed in this Agreement. If you do not accept the terms and conditions listed in this Agreement, please do not use the Site. In this Agreement, the words “you”, “your” and “user” mean (i) the Company that is subscribing to AuditNet® and its authorized users whose names and e-mail addresses are specifically provided to AuditNet® (“Authorized Users”) and/or (ii) individual subscribers. The terms “AuditNet®”, “We”, “Us” and “Our” mean AuditNet® LLC.
YOU AGREE THAT AUDITNET® MAY MODIFY OR CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT FROM TIME TO TIME IN ITS SOLE DISCRETION. IT IS YOUR RESPONSIBILITY TO CHECK PERIODICALLY THE ACCESS AGREEMENT LOCATION FOR MODIFICATIONS AND CHANGES AND TO COMPLY WITH THE TERMS AND CONDITIONS IN EFFECT AT ALL TIMES.
2. License. AuditNet® grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license to view and temporarily download a copy of the materials displayed on the Site solely for Your personal and non-commercial use for Yourself or within Your organization among Authorized Users (“Permitted Uses”). All materials displayed or made available, including, but not limited to, graphics, documents, text, content, images, sound, video, audio, artwork, software, and HTML code (collectively, the “Material” or “Materials”) are the exclusive property of AuditNet® or its content suppliers. The Materials are protected by U.S. and international copyright laws and any other applicable intellectual property rules, regulations, and laws. Except for the Permitted Uses described above, you shall not (i) use, modify, distribute, publish, sell, re-sell, adapt, reverse engineer, or create derivative works of the Material, or (ii) use or post the Materials on other web sites, newsgroups, electronic bulletin boards, mailing lists or any other media, e.g., networking environment, without AuditNet® prior written consent.
This Agreement governs Your access to and use of the AuditNet® Site and related content, features or services provided to AuditNet® subscribers (the “Services”). We (along with Our third party grantors (“Grantors”)) retain control and ownership of the form and content of the Site and Services. The form and the content of the Site and all the Services may be revised from time to time. We reserve any rights with respect to the Services and the Site not expressly granted in this Agreement.
All trademarks, service marks, and logos (the “Marks”) displayed on the Site or used with the Services are the exclusive property of AuditNet® and their respective owners. You shall not use the Marks in any manner without AuditNet® and their respective owners’ prior written consent.
3. Charges and Payment. You may be charged a subscription fee in the amount set forth on the current fee table attached hereto as the Fee Schedule. Payment in full of the fees and charges incurred in connection with Your account shall be due and payable no later than 30 days of the date of invoice. Failure to make timely payment will result in termination of access to the Site. In addition to and separate from any subscription fees, You agree to be responsible for any sales, use, license, transaction or other taxes (excluding taxes based upon Our net income) based on this Agreement or the Services provided herein. You acknowledge that We may communicate to You, by fax or e-mail, information concerning charges and payments.
4. Subscribers. Provided that You are otherwise in compliance with this Agreement, a Subscriber shall be any specific person (i) who has paid, or on behalf of whom You have paid, the Subscription Fee stated in the Fee Schedule and (ii) who has received access information, usernames and/or passwords for use of the Site. If You are an individual, the Services and the Site are licensed to You on a per user basis and You shall ensure that You shall not share access information, usernames and/or passwords with third parties; including other individuals within Your organization. If You are a Company, the Services and the Site are licensed only to the individuals within Your organization that are Authorized Users and You shall ensure that Your Authorized Users shall not share access information, usernames and/or passwords with third parties. It is Your responsibility to (a) maintain the confidentiality of access information or your username and password; (b) frequently update and revise your password; and (c) promptly notify Us if there is any unauthorized use of your account or any breach of security.
6. Third Party Content and Sites. Third party content may appear on the Site (“Third Party Content”) or may be accessible via links from the Site (“Linked Sites”). The Third Party Content and the Linked Sites are not controlled or monitored by AuditNet®. AuditNet® shall not be responsible for and assumes no liability for any third party content or materials. The inclusion of the Third Party Content and the Linked Sites on the Site does not imply any relationship or association between AuditNet® and the owner of the Linked Sites or any endorsement or sponsorship by AuditNet®. AuditNet® includes the Linked Sites solely for your convenience. You are solely responsible for your access of the Linked Sites and Third Party Content. You shall use your own judgment, caution, and common sense in using the Third Part Content and Linked Sites.
7. Indemnification. You acknowledge that Our Grantors hold proprietary rights in content posted on the Site and that Your failure to comply with this Agreement will be a material breach of this Agreement and may cause Us to breach Our related agreements with such Grantors. You agree that You are solely responsible for use of the Site and Services and for all consequences of such use. To the extent permitted by law, You further agree to indemnify, defend and hold AuditNet®, its parents, subsidiaries, affiliates, offices, directors, agents and employees harmless from any claims, liabilities or demands of any third party, including, but not limited to, attorneys’ fees, resulting from or arising out of Your Use of the Site, Services, Materials, Submitted Materials or Your violation of any terms and conditions of this Agreement.
8. No Warranties; Not Professional Services or Advice; Limitation of Liability.
YOU ACKNOWLEDGE AND ACCEPT THAT YOU ASSUME ALL RISKS RELATED TO OR RESULTING FROM YOUR USAGE, VIEWING, OR ACCESS OF THE SITE AND THE SERVICES.
THE SERVICES, THE MATERIALS, AND THE SITE ARE MADE AVAILABLE ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY SORT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR DUTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE OR FREEDOM FROM ERRORS OR UNINTERRUPTED USE. THIS APPLIES TO ANY AND ALL COPIES OF THE SITE, INCLUDING ALL VERSIONS OR UPDATES THEREOF, AND TO ANY RELATED DATA, SERVICES, ADVICE OR MATERIALS.
YOU ACKNOWLEDGE THAT WE ARE NOT WARRANTING THAT ACCESS TO OR USAGE OF THE SERVICES AND THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM OUR NETWORKS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS WE DEEM APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, WE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
FURTHER, YOU ACKNOWLEDGE THAT THE SITE, SERVICES AND MATERIALS DO NOT SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU UNDERSTAND THAT SOME LAWS, REGULATIONS, GUIDELINES AND OTHER MATTERS ADDRESSED IN THE SITE ARE SUBJECT TO INTERPRETATION AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR, AND WAIVE ANY CLAIM AGAINST US AND GRANTOR(S) FOR, ANY AND ALL LOSS, DAMAGE AND EXPENSE (OR CLAIM THEREOF) RESULTING FROM YOUR USE OF THE SITE, SERVICES AND MATERIALS. YOU UNDERSTAND THAT YOUR BUSINESS OR REPORTING SITUATION(S) MAY NOT BE SUITED TO THE CONTENTS OF THE SITE, THAT INDEPENDENT PROFESSIONAL JUDGMENT, ANALYSIS AND ADVICE MUST BE APPLIED TO ANY USE OF THE SERVICES, AND THAT YOU ARE ENCOURAGED TO SEEK PROFESSIONAL ADVICE WITH RESPECT TO ANY APPLICATION OF THE SERVICES TO ACTUAL BUSINESS OR REPORTING MATTERS OR SITUATIONS. YOU AGREE THAT THE AVAILABILITY OF THE SITE, SERVICES AND MATERIALS SHALL NOT BE CONSTRUED AS A RENDERING OF ANY TAX, LEGAL, ATTEST, ACCOUNTING, AUDITING OR OTHER PROFESSIONAL SERVICES OR ADVICE.
In no event shall we be liable in an amount that exceeds the subscription fees that you have paid to Us during the calendar year in which the first claim alleging liability hereunder occurred. Further, We shall not be liable for any consequential, incidental, indirect, special or punitive damage, loss, or expense, including damage, loss or expense for lost profits, business interruption or lost revenue or business opportunity, related to the Services, the Site, or this Agreement, even if We have been advised of the possibility or likelihood of such damages. These limitations shall apply in full regardless of the theory of relief asserted (including all forms of negligence) and regardless of any assertion that a remedy has failed of its essential purpose.
You understand and agree that the provisions of this Section 9 are for the benefit of AuditNet® and its Grantors, and their respective directors, officers, partners, representatives, employees and agents. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
9. Term and Termination.
A. Term. If You notify Us that You desire to subscribe, this Agreement shall continue in full force and effect for the 12-month period following the date that you provide such notice (“Subscription Date”), subject to Our receipt of Your subscription fee. This Agreement shall be deemed automatically renewed upon each anniversary of the Subscription Date and at the prices in existence upon each such renewal.
B. Termination of the Services.
(i) Termination of the Services by You. You may terminate this Agreement at any time by giving Us written notice thereof.
(ii) Termination of the Services by Us. We may terminate this Agreement at any time upon a breach of any of Your obligations under this Agreement, including Your failure to pay all fees due under this Agreement in a timely manner. We may terminate this Agreement at any time, without cause, by providing You 30 days prior written notice of termination. We reserve the right to refuse access to the Site and Services at any time to any Subscriber for any reason. In addition, if We permanently shut down the Site, then You shall be entitled to a refund of a prorated portion of Your annual subscription fee equal to the unaccrued portion of such fees. Otherwise, all fees and charges are non-refundable, regardless of any termination hereof or of any reduction of the number of Subscribers during any subscription period.
10. Assignability. You may not assign this Agreement (including, but not limited by operation of law), nor any of your rights, duties or obligations to any other party. We may assign this Agreement or any of our rights, duties and/or obligations hereunder.
11. User Warranty. You agree to use the Service for Your valid purposes in accordance with this Agreement. The Service may not be accessed or used by or on behalf of any business or organization that provides internal audit or risk consulting services or by any business that we determine is our competitor.
12. Entire Agreement; Modification of Agreement. This Agreement (including Schedule 1) is the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, inducements, promises, agreements and other communications, whether written or oral, relating to the subject matter hereof. To the extent that the parties enter into a written agreement respecting the subject matter hereof after the Acceptance Date with terms and conditions that differ from those contained in this Agreement, the terms and conditions of the subsequent agreement shall govern. No modification or amendment of this Agreement that you propose shall be effective or enforceable unless it is in writing and has been executed by Our authorized representative.
13. General. You agree that there is no employment, partnership, agency, or joint venture relationship between you and AuditNet® arising out of or resulting from your Use of the Site or the Services. This Agreement is governed by the laws of the Commonwealth of Virginia, United States of America, without giving effect to any principles of conflict of laws. AuditNet® does not warrant that this Site or the Services will be lawful outside the United States. If you view, access, submit, or download materials to and from the Site outside the United States, you will be solely responsible for all your actions and assume all risks. You may not use or export any Materials or make any copy or adaptation in violation of any application laws, rules, or regulations, including, but not limited to, U.S. export laws and regulations. The failure or delay by either party to enforce the terms of this Notice shall not be deemed as a waiver of such term. Sections 5, 7 and 9 shall survive any termination of this Agreement for any reason. If any term herein is declared to be void or unenforceable by a tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining terms and conditions shall remain in full force and effect. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Alexandria, Virginia and must be instituted within one year after the facts giving rise to the claim or cause of action were (or should have been) known, or it is barred.
You shall use the following contact methods for all notifications and other communications regarding AuditNet® or this Agreement:
Our e-mail address: firstname.lastname@example.org
Our mobile telephone number: (703) 839-5101 Subscribers Only
Toll Free (U.S. Only) (800) 385-1625
Our Mailing address:
P.O. Box 452
Oakton, Virginia 22124
Attn.: Jim Kaplan
If notice or other communication is given pursuant to this Agreement in writing, it shall be effective either when delivered personally to the party for whom intended, or five (5) days following deposit of the same into the United States mail (certified mail, return receipt requested, or first class postage prepaid). If notice or other communication is given via e-mail or facsimile, it shall be effective when received by the party for whom intended.
AuditNet® Subscription Fee Schedule
This schedule is part of the AuditNet® Access Agreement (the “Agreement”) between you and AuditNet® LLC. Unless defined herein, capitalized terms used in this Schedule shall have the definitions provided in the Agreement.
1. Charges. If you elect to subscribe to AuditNet®, You will be charged the appropriate fee for Your Subscription under this Agreement:
Refer to the subscriptions page at https://www.auditnet.org/subscription_plans for the current rates.
Rates are subject to change.