TERMS & CONDITIONS
PLEASE READ CAREFULLY THIS IS A BINDING LEGAL AGREEMENT
This is a legal agreement (the “Agreement”) between you, the end-user (“you”, “your”) and AuditSoft Inc., a wholly owned subsidiary of SafetyVantage Inc.,(“AUDITSOFT”, “we”, “us” or “our”) setting out the terms and conditions for your use of our software platform, services and solutions for the display of content and the specific third-party content you have ordered a license to (collectively, the “Product”).
THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. IN ORDER FOR YOU TO HAVE ACCESS TO THE PRODUCT, THIS AGREEMENT MUST BE ACCEPTED BY YOU WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO OR CANNOT COMPLY WITH THE TERMS CONTAINED IN THIS AGREEMENT, YOU MUST REJECT THESE TERMS AND NOT USE THE PRODUCT.
1. AUTHORIZED USERS
- (a) You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement and (ii) you are at least the age of majority in your jurisdiction (iii) should you be acting on behalf of a third party, company or employer you have authority to act on behalf of and have the authority to bind such a party to the terms of this Agreement.
Should you need technical support with the Product, you should contact Support@AuditSoft.co.
3. LICENSE TO PRODUCT
AUDITSOFT grants to you a limited, non-exclusive, non-transferable, revocable license to access and use the Product in binary executable form for your personal use only for a limited time period. This license is contingent upon your payment of any applicable fees. AUDITSOFT and its licensors reserve all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE PRODUCT NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.
You agree that you will not:
- provide your username and password to any other person;
- translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Product or any portion of them;
- circumvent any technology used by AUDITSOFT to govern access to and use of the Product;
- rent, lease or sublicense any of the Product; or
- use the Product in any way that violates the terms of this Agreement.
5. TRIAL AND EVALUATION
Some or all of the Product may be licensed on a trial basis. Your rights to use the Product on a trial basis are limited to the trial period. The length of the trial period is set forth during the activation process. The trial activation of the product is only for evaluation purposes and does not enable all software features and should NOT be used for production work (submission of an audit or final report to a third party or customer or client).
6. INTELLECTUAL PROPERTY
AUDITSOFT and its licensors retain all their respective right, title, and interest in and to all intellectual property rights in and to the Product. Nothing in this Agreement gives you any right of ownership to the Product or any part thereof. The Product may contain trademarks, service marks, graphics, and logos (the “Marks”) of AUDITSOFT and/or third parties. You are not granted any right or license with respect to such Marks.
7. AUDIT DATA& INFORMATION CONTROL
AUDITSOFT takes the legal position that all data captured, submitted, transmitted to, or uploaded during the use of any Product (“Data”). All Data can be retained for due diligence and transmission to authorized thirds parties. AUDITSOFT does not assume any responsibility for content nor accuracy of the Data. You are responsible for ensuring the accuracy and correctness of the Data. The Product and Services may enable you to share access to the Data with a third party. Once you share any Data with third parties, for whatever reason, the third party may retain a copy of the shared Data indefinitely, even after you have terminated your agreement with AUDITSOFT and you have deleted the Data from the Product. You acknowledge and give full permission to AUDITSOFT to use the Data in an aggregated, anonymized format for data analysis, trending and reporting purposes, even after you have terminated your agreement or deleted your account.
8. CLOUD BACKUP
When you use the AUDITSOFT Cloud Backup Services (“Backup Service”), you provide us with copies of your AUDITSOFT audit files (“Your Audit Files”). Your Audit Files are your property. This Agreement does not give AUIDTSOFT any rights to Your Audit Files except for the limited rights that enable us to offer the Backup Service. AUDITSOFT needs the permission assented to in this Agreement for AUDITSOFT’s support staff to provide hosting and backup services as it relates to Your Audit Files. This Agreement allows AUDITSOFT’s support staff to assist you with tasks like support on, and recovery of, Your Audit Files. To provide this support AUDITSOFT may need to access Your Audit Files. You hereby give AUDITSOFT permission to do so, and this permission extends to our affiliates and trusted third parties we work with.
- No Refunds. You may cancel the Backup Service at any time. Refunds are only permitted if you cancel your subscriptions within 14 days of purchase.
- Termination of Backup Service. You are free to stop using our Backup Service at any time. AUIDITSOFT will retain Your Audit Files after you access to the service has terminated or until you request in writing that Your Audit Files be permanently removed
You acknowledge that the Product will collect information about the activation and validation of the authenticity of the Product (the “License Information”), your behaviour and performance within the Product (the “Usage Information”) and associate that information with your Account Information and may transmit License Information, Usage Information and Account Information to AUDITSOFT.
You also acknowledge that AUDITSOFT may collect personal information (for example, name, address, e-mail address and telephone numbers) collected during purchasing of a license or purchasing or registering for training. This information is used to fulfill AUDITSOFT request, to respond to inquiries and to contact you about future AUDITSOFT updates and news and information only as it relates to AUDITSOFT products and services and the Occupational Health and Safety (OHS) profession and industry and OHS management system auditing.
10. AGREEMENT TO PAY
You agree to pay all fees and charges associated with your purchase of a license to use the Product under this Agreement.
This Agreement will remain effective for the limited time period specified for the license for the Product at the time of your purchase (or if not specified, thirty (30) calendar days). AUDITSOFT may, without limitation to its other rights and remedies, terminate this Agreement at any time without notice if AUDITSOFT reasonably believes that you have failed to comply with any of the terms of this license. Upon any expiry or termination of this Agreement, you agree to purge all copies of the Product and pay all amounts outstanding. Any violation of the provisions of this Agreement shall result in the immediate termination by AUDITSOFT of your right to use the Product. ‘
(a) THE PRODUCT IS LICENSED TO YOU “AS IS.” ANY USE OF THE PRODUCT WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUDITSOFT AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. AUDITSOFT AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE PRODUCT WILL OPERATE FREE FROM CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND AUDITSOFT DISCLAIMS ANY LIABILITY RELATING THERETO.
(b) AUDITSOFT AND ITS LICENSORS MAKE NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE PRODUCT WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, AUDITSOFT OR ITS LICENSORS MAY MODIFY, SUSPEND, OR DISCONTINUE THE PRODUCT OR YOUR USE OF THEM. WHENEVER AUDITSOFT OR ITS LICENSORS ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE PRODUCT, THEY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.
(c) YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. AUDITSOFT DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
(d) RESOURCES INCORPORATED AND PROVIDED AS PART OF THE SOLUTION ARE NOT INTENDED TO BE LEGAL INFORMATION OR LEGAL ADVICE; THEY ARE PROVIDED FOR THE SOLE PURPOSE OF PROVIDING GUIDANCE AND SUPPORT. WE HIGHLY RECOMMEND THAT YOU CONSULT A LAWYER AND/OR OTHER RELIVANT, QUALIFIED PROFESSIONALS FOR ASSURANCE THAT THE INFORMATION, AND YOUR INTERPRETATION THEREOF, IS APPROPRIATE TO YOUR PARTICULAR SITUATION.
13. LIMITATION OF LIABILITY
(a) IN NO EVENT WILL AUDITSOFT OR ITS LICENSORS BE LIABLE TO YOU FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF AUDITSOFT OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AUDITSOFT OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD-PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.
(b) AUDITSOFT AND ITS ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF ONE DOLLAR (CDN $1.00) OR THE TOTAL AMOUNT PAID BY YOU TO AUDITSOFT FOR ACCESS TO THE APPLICABLE PRODUCT AT ISSUE.
The use of the Product is directed to those who have the appropriate degree of experience to use and apply their contents, and AUDITSOFT and its licensors accept no responsibility whatsoever arising in any way from any use of or reliance on the information contained in the Product. In issuing and making the Product available, AUDITSOFT and its licensors are not undertaking to render professional or other services for or on behalf of any person or entity or to perform any duty owned by any person or entity to someone else.
- You will be responsible for providing at your own cost the internet connection and any other hardware and software necessary to use the Product.
- You will not sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt by you to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void. This Agreement shall be binding on and enure to the benefit of you, AUDITSOFT and LICENSOR’s licensors and our respective successors and permitted assigns.
- This Agreement will be governed by the laws of the Province of Alberta, Canada excluding principles of choice of law or conflicts of law and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods. This Agreement shall govern your use of the Product and all different or additional terms or conditions in any purchase order or similar document from you shall be null and void. The exclusive jurisdiction for any claim, action or dispute with AUDITSOFT or relating in any way to your use of the Product will be in the courts of the Province of Alberta, Canada and the venue for the adjudication or disposition of any such claim, action or dispute will be in the City of Calgary, Alberta, Canada. You and AUDITSOFT each waive any right and agree not to apply to have any disputes under this Agreement tried or otherwise determined by a jury, except where required by law. If attorneys are employed to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees.
- AUDITSOFT may send notices to you with respect to the Product by sending an email message to the email address listed in your Account Information or by sending a letter via mail to the contact address listed in your Account Information. Unless otherwise stated in the notices, the notices will become effective immediately.
- AUDITSOFT and you are independent contractors. No waiver by AUDITSOFT shall be effective unless provided by AUDITSOFT signed in writing and referencing this Agreement. AUDITSOFT shall not be liable for any delay or failure to perform resulting from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid.
- The Parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only. Les parties aux présentes confirment que c’est leur volonté que la présente convention de même que tous les documents, y compris les avis, s’y rattachant, soient rédigés en anglais seulement.
- U.S. GOVERNMENT END-USERS. AUDITSOFT’s software (i) was developed exclusively at private expense; (ii) is a trade secret of AUDITSOFT for all purposes of the Freedom of Information Act; (iii) is “commercial computer software” subject to limited utilization (Restricted Rights); and (iv) including all copies of AUDITSOFT’s software, in all respects is and shall remain proprietary to AUDITSOFT or its licensors. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense as set forth in: (i) for the DoD, the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or any successor clause, and (ii) for all government agencies, the Commercial Computer Software – Restricted Rights clause at FAR 52.227-19 or any successor clause. Except where AUDITSOFT has provided prior written consent, the U.S. Government must refrain from changing or removing any insignia or lettering from AUDITSOFT’s software or from producing copies of AUDITSOFT’s software and manuals (except one copy of AUDITSOFT’s software for backup purposes). Use of AUDITSOFT’s software shall be limited to the facility for which it is acquired. All other U.S. Government personnel using AUDITSOFT’s software are hereby on notice that use of AUDITSOFT’s software is subject to restrictions that are the same as, or similar to, those specified above. The manufacturer/supplier is AUDITSOFT, AuditSoft Inc., 305-4625 Varsity Dr NW, Suite 342, Calgary, Alberta, T3A 0Z9.
15. ENTIRE AGREEMENT
This Agreement, any addendum or amendment included with the software, and the terms for supplements, updates, Internet-based products that you use, are the entire agreement for the Product
The AUDITSOFT reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Product at any time, effective upon posting of an updated version of this Agreement on the Product. You are responsible for regularly reviewing this Agreement. Continued use of the Product after any such changes shall constitute your consent to such changes and you will be held personally responsible for any breach of the agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. NO CHANGE TO THIS AGREEMENT SHALL BE EFFECTIVE EXCEPT AS A WRITTEN AMENDMENT TO THIS AGREEMENT SIGNED BY BOTH PARTIES.
IF YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS, CLICK “ACCEPT” OR “AGREE”. IF YOU DISAGREE CLICK “REJECT” OR “DISAGREE”.