Terms & Conditions
PLEASE READ CAREFULLY THIS IS A BINDING LEGAL AGREEMENT
This is a legal agreement (the “Agreement”) between you, the Client (“Customer”, “you”, “your”) and AuditSoft, 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, professional services, content management and content serving solutions, specifically at it pertains to third-party content, that you have ordered a license to (collectively, the “Product”). The terms used in this Agreement, whether capitalised or not, but not otherwise defined will have the meanings ascribed to those terms in the Definitions section.
This Agreement comes into effect on the earlier of, the date on which you signed the applicable contract (“Order Form”) or the date on which you first log into the Product (“Effective Date”) and governs your acquisition and use of the Product unless defined differently in the Order Form that references this Agreement. Each Order Form is incorporated into this Agreement by this reference. We reserve the right, from time to time, to update the Agreement in our sole discretion. If we do so, it will post the modified Agreement at https://auditsoft.co/terms-and-conditions/ in accordance with the terms of this Agreement.
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.
“Custom Feature” means changes or additions to the Product, other than Upgrades and Enhancements, that are to be included in the Product at the sole request of a Customer and that is not part of the released commercial Product as of the effective date of this Agreement.
“Documentation” means all Product manuals and technical material provided by AuditSoft to you.
“Enhancement” means changes or additions to the Product, other than Upgrades and Custom Features, that are released at the sole discretion of AuditSoft including all new releases of the Product made by AuditSoft that add new functions or improved performance of the Product by changes in system design or coding, and related Documentation.
“Order Form” means the contract, quote, proposal, or order form that you signed or that you electronically agreed to as your commitment to engage with us to deliver the Product for a fee.
“Professional Services” means software development, consulting and advisory services that are provided by us to you.
“Upgrade” shall mean modifications or revisions to Product or Documentation, other than Enhancements and Custom Features, which correct errors, and which contain updated information.
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.
If you require Product technical support, you will contact us by email at [email protected]
AuditSoft grants to you a limited, non-exclusive, non-transferable, revocable license to access and use the Product licensed by you in binary executable form for your personal use only for a limited duration of your license. 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:
(a) provide your username and password to any other person;
(b) translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Product or any portion of them;
(c) circumvent any technology used by AuditSoft to govern access to and use of the Product;
(d) rent, lease or sublicense any of the Product; or
(e) use the Product in any way that violates the terms of this Agreement.
6. TRIAL AND EVALUATION
The Product may be licensed in part or in its entirety on a trial basis (“Trial License”). 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 may not enable all software features. You agree that you will NOT use a Trial License for production work and not to submission any works generated by the Trial License to a third party, including your customer(s) and your client(s). You acknowledge that any data entered under a Trial License may be lost after the license expires and you agree to indemnify and hold harmless AuditSoft of any such loss of data.
7. 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.
All rights, title and interest to the Product and associated software, training course content, Documentation, source code, including all copies, Upgrades, Custom Features and Enhancements, shall be in and remain with AuditSoft.
Each party will retain all rights in any software, ideas, concepts, know-how, development tools, customized techniques or any other proprietary material or information that it owned or developed prior to the Effective Date or acquired or developed after the Effective Date without reference to or use of the intellectual property of the other party. AuditSoft will own all intellectual property rights in or related to all deliverables and their derivative that are developed and delivered by AuditSoft to you. This ownership includes but is not limited to the following:
(a) AuditSoft will retain all right, title and interest in the Product including, but not limited to, all know-how, intellectual property, methodologies, processes, technologies, algorithms, software or development tools used in performing the services that are based on trade secrets or proprietary information of AuditSoft, are developed or created by or on behalf of AuditSoft ;
(b) AuditSoft will be free to use the ideas, concepts, methodologies, processes, aggregate user information, user metrics and know-how that are developed, recorded or created in the course of delivering the services, all of which constitute substantial rights on the part of AuditSoft in the technology developed as a result of the Professional Services performed;
(c) AuditSoft will retain all rights to use the current branding of the product and the right to promote market and distribute any derivatives and peripherals to individual Customers and their Authorized users of the Product.
The Product contains intellectual property of AuditSoft, and you agree to employ reasonable security precautions to maintain the security of AuditSoft’s Product. As to any system information or other proprietary information that may be furnished by AuditSoft, you agree to prevent disclosure or dissemination of the name or of the trade secrets embodied therein to any person or organization, except as necessary to exercise the rights granted to you hereunder.
AuditSoft claims and reserves all rights and benefits afforded under Canadian, US Federal and international copyright law in all programming and documentation comprising the Products as copyrighted works
You acknowledge that you obtain no right, title, nor interest in or to any copyright, trademark, service marks, graphics and logos, patent, or other proprietary right relating to the Product, owned by AuditSoft or its suppliers and agree not to remove, alter, cover or obscure any copyright, patent, trademark or other proprietary rights notice on the Products or any portion thereof.
You agree to: (a) notify AuditSoft immediately of the unauthorized possession or use of any Products made available to you under this Agreement, by a person or organization not authorized by this Agreement to have such possession or use; and (b) cooperate with AuditSoft in any litigation against third parties deemed necessary by AuditSoft to protect its proprietary rights.
8. 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”) is your, the client user’s, property. 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 related services may enable you to share access to the Data with a third party. Once you share any Data, for whatever reason, the third party may retain a copy of the shared Data indefinitely, even after you have terminated your agreement with us, and you have deleted the Data from the Product. Such sharing of Data by you with third parties are outside the scope of this agreement and should be dealt with accordingly. 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.
9. CLOUD BACKUP
When you use the Product’s online storage and backup services (“Backup Service”), you provide us with copies of your Data. This Agreement does not give us any rights to your Data except for the limited rights that enable us to offer the Backup Service. We need the permission assented to in this Agreement for our support staff to provide hosting and Backup Services as it relates to your Data . This Agreement allows our support staff to assist you with tasks like support on, and recovery of, your Data. To provide this support we may need to access your Data. You hereby give us permission to do so, and this permission extends to our affiliates and to trusted third parties we work with.
(a) 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.
(b) Termination of Backup Service. You are free to stop using our Backup Service at any time. We may, but are not required to, retain your Data after your access to the service has terminated..
10. PROFESIONAL SEVICES
Any Professional Service fees included in the Order Form reflect effort estimates based on the available information and the estimated level of complexity of the information that you made available at that time of defining the scope of work for Professional Services. If after the initiation of the Professional Service, or during the detailed requirements gathering, the complexity and scope of the Profession Services increases as a result of new requirements, or the inclusion of additional functionality not explicitly described in the Order Form the Professional Service fees in the Order Form may be amended accordingly.
The timing estimates presented in the Order Form assumes reasonable review and approval turn around by you. If approval and or review of project steps are delayed that delay will spillover to subsequent tasks and may directly impact the delivery of Professional Services and / or associated Product delivery. The review and approval deadline requirements will be explicitly defined after the start of the project for each delivery step.
You acknowledge that the Product will collect information for purposes of 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 us.
You also acknowledge that wet may collect personal information (for example, name, address, e-mail address and telephone numbers) collected during purchasing of a Product license or when purchasing or registering for training. This information is used to fulfill AuditSoft support requests, 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.
13. AGREEMENT TO PAY
You hereby agree to pay the fees for the services as set out in each Order Form, plus applicable Taxes and expenses. Unless otherwise set out in an Order Form, all Fees are invoiced and payable in advance by you, the Client. Payment shall be made in the manner set out in the Order Form (e.g., cheque, credit card, ACH debit, etc.). You agree to pay all fees and charges associated with your purchase of a license to use the Product under this Agreement.
All pricing, including as set out in the Order Form is in Canadian dollars, unless otherwise specified on your receipt or in the Order Form.
All annually reoccurring Product subscription maintenance and support fees are subject to an annual inflationary adjustment on Dec 31 based on national inflation rate published by the Bank of Canada.
All pricing within the Order Form is exclusive of applicable national and provincial taxes, unless explicitly included.
All Professional Service fees are subject to a 50% upfront payment and 50% payment upon final approval by you, unless otherwise specified in the Order Form.
All invoices are payable within 30 days, unless otherwise specified in the Order Form.
All Professional Services to develop and deliver software functionality is subject to an 20% annual maintenance and support fee, unless otherwise specified in the Order Form.
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, for 1 year (365 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, EXAMPLES, RESOURCES 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 AND OR THE ORGANIZATION YOU REPRESENT.
17. 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.
(a) You will be responsible for providing at your own cost the internet connection and any other hardware and software necessary to use the Product.
(b) 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 licensors’ licensors and our respective successors and permitted assigns.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
19. 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”.