c. Access and Retention. A link to this Agreement will be found on the AuditScripts homepage. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service/subscription fees associated with such access. In addition, you must use all software and equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
ELIGIBILITY. You must be at least eighteen (18) years of age to register and/or create a profile/account with AuditScripts or otherwise use the Website. By using the Website, you represent and warrant that: (a) you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement; (b) all registration and listing information you submit is truthful and accurate; (c) you will maintain the accuracy of such information; (d) you are 18 years of age or older; and (e) your use of the Website does not violate any applicable law or regulation.
SUBSCRIPTIONS/LICENSE. Subject to the terms and conditions of this Agreement and the subscription membership level purchased, AuditScripts hereby grants to User a limited, non-exclusive, non-transferable license to access and use certain materials/content (including toolkits, policies, scripts, guides, checklists, questionnaires, videos and software) accessible from the Website during the applicable term of the subscription (“Services”). The applicable subscription plans, associated fees and term of the subscription will be selected by the User during the User’s registration with the Website or during any subsequent purchase. Subscription plans and their associated fees and Services can be found here. By agreeing to grant such license, AuditScripts does not obligate itself to maintain the Services in its present form. AuditScrpts may upgrade, modify, change or enhance the Services upon reasonable prior notice to User (unless the change is of critical business importance or outside AuditScripts’ control, in which case AuditScripts will explain the reason for the changes as soon as is reasonably practicable).
LICENSE RESTRICTIONS. The Services provided in connection with this Website, the Website as a whole and the materials/content accessible in connection with the Services are intended solely for the internal business use of the User. AuditScripts reserves all rights not expressly granted herein. Except as expressly authorized in this Agreement, User shall not: (a) use, copy, reproduce, export, distribute, rent, lease, sublicense, disseminate, transmit, post, merge or transfer any portion of the Website, or its underlying Services, materials, content, software, toolkits, tools, guides, checklists, questionnaires, or databases or any substantial portion thereof; or (b) modify or create derivative works of the Website, Services, materials, content, software, toolkits, tools guides, checklists, questionnaires, or databases or any substantial portion thereof. User agrees to prevent any unauthorized copying of the Website, the Services or its materials/content. User also agrees not to transfer any access privileges to the Services or its materials/content to any third parties.
CONFIDENTIALITY. For purposes of this Agreement, “Confidential Information” shall include the materials/content (including toolkits, policies, scripts, guides, checklists, questionnaires, and software) accessible from the Website. User shall treat all Confidential Information as confidential and use this information solely for the internal business use of the User. User shall disclose the Confidential Information only to such personnel of User as is required in order to carry out the purpose for which the Confidential Information was provided to User. User agrees to undertake all necessary and appropriate steps to ensure that the secrecy and confidentiality of the Confidential Information in its possession will be maintained, including advising its employees, agents and representatives of the obligations hereunder. The standard of care to be used in the performance of the obligations set forth in this Agreement shall be the strictest of standards to ensure full compliance with the provision thereof notwithstanding the standard of care utilized by a party, if any, in treating its own information which it does not disclose.
PASSWORD/ACCOUNT SETTINGS. When you create a profile/account and register with AuditScripts, you will also be asked to choose a password for purposes of accessing the Website and its Services and communicating/posting through this profile/account. User agrees that the username and password are to be used only by User, or any Authorized End-Users. The use of User’s username and password by other individuals is a violation of this Agreement. User is responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You shall prevent unauthorized use of the Website using your password. You agree to (a) immediately notify AuditScripts of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. AuditScripts will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. All assignments of your password shall be void.
FEES/PAYMENT METHODS. AuditScripts charges fees for its subscriptions (http://www.auditscripts.com/subscriptions/). User agrees to pay the corresponding fees for each subscription ordered. AuditScripts reserves the right to change the subscription fee with respect to a renewal term, and shall post such change on the Website. Unless otherwise expressly stated, all fees are stated in United States dollars.
AuditScripts utilizes PayPal (https://www.paypal.com/), a third party company, to handle credit card and payment transactions. AuditScripts is not responsible for such transaction. No sensitive payment information (e.g. credit card numbers, bank account numbers, etc.) is sent to our servers. Therefore the burden of PCI Compliance rests solely on PayPal.
TERMINATION/CANCELLATION. The license granted pursuant to this Agreement shall automatically terminate (i) upon expiration of the applicable subscription term or (ii) in the event User breaches any provision of this Agreement. User may terminate or cancel the license granted by discontinuing use of the Website and providing written notice to AuditScripts. All license fees are non-refundable and non-cancellable, even if termination occurs prior to the expiration of the subscription term. You agree that AuditScripts may, in its sole discretion, terminate or suspend your access to all or part of the Website with or without notice and for any suspected breach of this Agreement or any suspected fraudulent, abusive or illegal activity. Upon the expiration or termination of this Agreement for any reason, User shall immediately cease all use of the Website, and AuditsScripts may immediately deactivate or delete User’s account and all related information and files and/or bar any further access to such files or the Website. AuditsScripts will not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by AuditsScripts in connection with such termination or suspension.
NO ADVICE/ACCEPTANCE OF RISKS. The Services and information provided on this Website, including the materials/content accessible or available for download on this Website, is intended for informational purposes only, and does not constitute the rendering of legal, financial, or other professional advice or recommendations by AuditScripts. Such information is a guideline and is not a substitute for professional recommendations, and nothing on the Website is a comment on the specifics of your security environment or the legitimacy, suitability or quality of the materials/content, Services or information provided. You expressly acknowledge that you are making all of your own decisions with respect to any information you disclose or communications that you make on this Website. You also expressly acknowledge that you are subject to a variety of risks related to information that you post or share, which risks are beyond the control of AuditScripts, and you expressly acknowledge that AuditScripts is not liable or responsible for those risks, for which you have sole responsibility.
WEBSITE MATERIALS/CONTENT. Although AuditScripts exercises reasonable efforts to ensure quality and accuracy, occasionally information on the Website may contain typographical errors, inaccuracies, or omissions. AuditScripts reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your order). AuditScripts assumes no liability or responsibility for any errors or omissions. You are solely responsible for evaluating the accuracy, completeness and usefulness of any opinion, advice, or other content available through the Website or obtained from a linked site.
USE OF COMMUNICATION SERVICES. The Website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with other users (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, vulgar, obscene, indecent or unlawful topic, name, material or information.
• Use language or content that discriminates based on race, creed, age, color, religion, gender, marital status, national origin, income level, physical or mental disability, sexual orientation or any other form of discrimination.
• Language or content that is generally inappropriate, inaccurate, in poor taste or otherwise contrary to AuditScripts’ values and mission.
• Upload files or content that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Download any content or file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict or inhibit any other user from using and enjoying the Communication Services.
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
• Violate any applicable laws or regulations.
AuditScripts has no obligation to monitor the Communication Services. However, AuditScripts reserves the right to review materials/content posted to a Communication Service and to remove any materials in its sole discretion. AuditScripts reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
AuditScripts reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in AuditScripts’ sole discretion.
AuditScripts reminds you that certain information is private and is protected by federal and state privacy and security laws. Your comments or posts on the Website or in any Communication Service will be viewed by the general public, and your comments and posts, and any information that you share, will no longer be private. As such, we request that you refrain from disclosing any personal, medical or financial information that you do not wish to be shared or seen by the public. Additionally, please do not post any personal, medical, financial or other confidential information about another person or entity without their approval.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. AuditScripts does not control or endorse the content, messages or information found in any Communication Service and, therefore, AuditScripts specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized AuditScripts spokespersons, and their views do not necessarily reflect those of AuditScripts.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
ELECTRONIC COMMUNICATIONS. When you visit the Website or send e-mails to AuditScripts, you are communicating electronically. You thereby consent to receive communications from AuditScripts electronically. AuditScripts will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications provided to you electronically satisfy any legal requirement that such communications be in writing. You also agree that by registering with AuditScripts and creating a profile, you consent to receive newsletters, emails, promotions and other advertisements from AuditScripts or its partners.
You may opt-out of receiving promotional newsletters from AuditScripts by doing one of the following:
• If you originally signed up for AuditScripts newsletters, please email us at Info@EnclaveSecurity.com
• If you have received a newsletter from AuditScripts, you can follow the opt-out or ‘unsubscribe’ instructions provided in the email we sent to you.
INTELLECTUAL PROPERTY. AuditScripts owns and retains all right, title and interest in and to the following (collectively, “AuditScripts Property”): (i) the Website and the Services; (ii) the materials/content (including toolkits, policies, scripts, guides, checklists, questionnaires, and software) accessible from the Website; (iii) all ideas, know-how, and techniques that may be developed, conceived, or invented by AuditScripts during its performance under this Agreement; and (iv) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (i), (ii) and (iii) above. Except as otherwise expressly authorized herein or by AuditScripts in writing, the non-exclusive license set forth in this Agreement is the entirety of User’s rights in connection with the AuditScripts Property. This Agreement is not a sale of AuditScripts Property or any portion, copy or derivative work thereof. Accordingly, all rights in the AuditScripts Property are hereby expressly reserved. AuditScripts shall be entitled to use, license, sell, assign, transfer, and/or otherwise provide rights relating to the AuditScripts Property to any third party for any purpose free from any claim of User. The Website is protected by U.S. copyright laws and international treaty, and the unauthorized reproduction or distribution thereof is subject to civil and criminal penalties.
The mark “AUDITSCRIPTS” and other Website graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of AuditScripts in the U.S. and/or other countries. AuditScripts’ trademarks and trade dress may not be used in connection with any product or service that is not AuditScripts’, in any manner that is likely to cause confusion among customers or clients, or in any manner that disparages or discredits AuditScripts. All other trademarks not owned by AuditScripts that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by AuditScripts. References on the Website to the trademarks, service marks, trade names, products, company names or services of third parties are provided for your convenience and do not in any way constitute or imply an endorsement or recommendation of that third party or its products or services by AuditScripts.
MATERIALS PROVIDED TO AUDITSCRIPTS OR POSTED AT ANY WEBSITE. AuditScripts does not claim ownership of the content/materials that you provide to AuditScripts (including feedback and suggestions) or post, upload, input or submit to any Website or its associated Services (collectively “Submission” or “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting AuditScripts, its affiliated companies and necessary sublicensees, a perpetual, irrevocable, world-wide, royalty-free license to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name, portrait, photograph or likeness in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. AuditScripts is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in AuditScripts’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
NO UNLAWFUL OR PROHIBITED USE. As a condition of your use of the Website, you warrant to AuditScripts that you will not use the Website for any purpose that is unlawful or prohibited by these Terms, conditions, and notices. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.
METATAGS, HIDDEN TEXT, LINKING OR FRAMING ONLINE. AuditScripts expressly prohibits any use of its trademarks, trade names or brand names in metatags, keywords and/or hidden text online. The use of AuditScripts trademarks, trade names or brand names in metatags, keywords or hidden text constitutes trademark infringement, and the use of any of the foregoing for purposes of gaining higher rankings in search engines constitutes unfair competition. Linking to the Website, or any page or portion thereof, without the prior written consent of AuditScripts is expressly prohibited. Likewise, framing, in-line linking or other methods of association on the Website or its content with any other site, advertisement, link or other information or materials not originating from this Website is expressly prohibited, unless specifically authorized or in writing as required by AuditScripts.
LINKS TO THIRD PARTY SITES. AuditScripts or third parties may provide links to other World Wide Websites or resources. Because AuditScripts has no control over such sites and resources, you acknowledge and agree that AuditScripts is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that AuditScripts shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such site or resource. AuditScripts does not control the privacy policies or practices of these websites. You should review those policies before providing any personal information. AuditScripts is not responsible for the content or practices of any linked websites and provides these links solely for navigation convenience to visitors.
SERVICE AVAILABILITY. AuditScripts will use commercially reasonable efforts to enable the Services to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by AuditScripts, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Services contrary to AuditScripts’ instructions, or modification or alteration of the Services by any party other than AuditScripts. If the Services are in non-conformance with the foregoing undertaking, AuditScripts will, at its expense, use reasonable commercial endeavors to correct such non-conformance promptly, or provide Subscriber with an alternative means of accomplishing the desired performance.
WARRANTY LIMITATION. EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED HEREIN, YOU HEREBY ACKNOWLEDGE AND AGREE THAT AUDITSCRIPTS (INCLUDING OWNERS, MEMBERS, MANAGERS, AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND INDEPENDENT CONTRACTORS OF AUDITSCRIPTS) HAS NOT MADE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE WEBSITE, SERVICES, AUDITSCRIPTS PROPERTY, INFORMATION PROVIDED, OR THE INFORMATION, MATERIALS, CONTENT, PRODUCTS OR SERVICES OFFERED THROUGH THIS WEBSITE. THE WEBSITE, SERVICES, AUDITSCRIPTS PROPERTY AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY AUDITSCRIPTS ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. AUDITSCRIPTS DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES REGARDING COMPLETENESS, SECURITY, ACCURACY, RELIABILITY, SUITABILITY OR AVAILABILITY WITH RESPECT TO THE WEBSITE, SERVICES, AUDITSCRIPTS PROPERTY, INFORMATION PROVIDED, OR THE INFORMATION, MATERIALS, CONTENT, PRODUCTS OR SERVICES OFFERED ON THE WEBSITE FOR ANY PURPOSE. WITHOUT LIMITING THE FOREGOING, AUDITSCRIPTS HEREBY MAKES NO REPRESENTATION NOR ANY WARRANTIES OF ANY KIND IN CONNECTION WITH THE INFORMATION PROVIDED HEREIN, THAT SERVICES, PRODUCTS OR INFORMATION WILL MEET YOUR REQUIREMENTS, OR THE QUALITY OF ANY SERVICES, PRODUCTS OR INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS THEREFORE STRICTLY AT YOUR OWN RISK.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCU¬RACIES, OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE AUDITSCRIPTS PROPERTY, MATERIALS, CONTENT OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. THE FACT THAT AUDITSCRIPTS IS INCLUDING OR OFFERING ANY PRODUCT OR SERVICE ON THE WEBSITE IS NOT AN ENDORSEMENT OR A RECOMMENDATION OF ANY KIND.
AUDITSCRIPTS MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE OR SERVICES OR ANY INFORMATION OFFERED THROUGH THE WEBSITE IS OR WILL BE (A) ERROR-FREE OR UNINTERRUPTED, (B) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (C) APPLICABLE AND APPROPRIATE FOR USE OR ACCESS IN LOCATIONS OUTSIDE THE UNITED STATES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
DISCLAIMER OF LIABILITY. IN NO EVENT SHALL AUDITSCRIPTS OR ANY OF ITS OWNERS, MEMBERS, MANAGERS, AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR INDEPENDENT CONTRACTORS, BE IN ANY WAY LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, GENERAL, COMPENSATORY, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, ARISING FROM, OR RELATING TO, THE USE OF OR INABILITY TO USE THE WEBSITE OR THE CONTENT, MATERIALS AND FUNCTIONS THEREOF, OR OF ANY LINKED WEBSITE, OR FOR ANY TRANSACTION CONDUCTED THROUGH THIS WEBSITE, OR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMMISSIONS, OR OTHER INACCURACIES IN THE WEBSITE, OR ANY PRODUCT OR SERVICE LINKED TO, FROM OR ADVERTISED OR PROMOTED ON THE WEBSITE, OR OTHERWISE RELATING HERETO, REGARDLESS OF WHETHER THE SAME ARE FORESEEABLE OR IF AUDITSCRIPTS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AUDITSCRIPTS’ MAXIMUM LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO (I) THE AMOUNT PAID, IF ANY, BY YOU TO AUDITSCRIPTS FOR THE SERVICES DURING THE TWO (2) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR ACTION AROSE OR (II) TWO HUNDRED DOLLARS ($200), REGARDLESS OF WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, TORT, WARRANTY, INDEMNIFICATION OR OTHERWISE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. YOU WILL BE RESPONSIBLE FOR ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF THE SERVICES BY SUBSCRIBER AND/OR ITS AUTHORIZED END USERS.
INDEMNIFICATION. You agree to indemnify and hold AuditScripts, its owners, members, managers, affiliates, subsidiaries, sponsors, advertisers, licensors, employees, agents, representatives and independent contractors, harmless from any loss, liability, damages, claims, actions, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Website in violation of this Agreement and/or arising from any use of this Website, its Services or the materials/content (including toolkits, policies, scripts, guides, checklists, questionnaires, videos and software) accessible from the Website.
NOTICE UNDER DEFEND TRADE SECRETS ACT. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.
FORCE MAJEURE. AuditScripts shall not be liable for failing to perform its obligations hereunder because of circumstances reasonably beyond its control. Such circumstances shall include (without limitation) any acts or omissions of any government or governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, labor disputes, power failure, delays in transportation or deliveries of supplies or materials, acts of God, computer failure, hardware failure, telecommunications failure, software failure, failure of users to cooperate with the reasonable requests of AuditScripts, breach of this Agreement by users, and any other events reasonably beyond the control of AuditScripts (each a “Force Majeure Event”).
CONSENT TO JURISDICTION, FORUM SELECTION AND CHOICE OF LAW. By using the Website you expressly agree that if there is any dispute arising out of the Website and/or the products, or in the event of any judicial action arising directly, indirectly, or otherwise in connection with, out of, related to or from this Agreement or any transaction covered hereby or otherwise arising in connection with the relationship between the parties, regardless of whether such action is brought under contract, tort, statute or otherwise, any such dispute shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Florida, in Sarasota County, for the resolution of any such dispute. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. You hereby waive any right you may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulate that the State and Federal courts located in the County of Sarasota, State of Florida shall have in personam jurisdiction and venue over you for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.
INJUNCTIVE RELIEF. User acknowledges that a breach of any confidentiality or proprietary rights provision of these Terms may cause AuditScripts irreparable damage, for which the award of damages would not be adequate compensation. Consequently, AuditScripts may seek an injunction to prevent User from taking any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and AuditScripts may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which AuditScripts may be entitled at law or in equity.
SEVERABILITY. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
PREVAILING PARTY. In any action to enforce these Terms, the prevailing party will be entitled to recover its legal expenses, including reasonable attorneys’ fees, legal assistants’ fees, costs and expenses from the non-prevailing party of all court costs (including bankruptcy proceedings and appeals) in addition to any other relief to which the party is entitled. Any cause of action brought by you against AuditScripts or its officers, partners, directors, managers, members, shareholders, distributors, affiliates, subsidiaries, sponsors, advertisers, licensors, employees, agents, representatives or independent contractors, must be instituted within one year after the cause of action arises or be deemed forever waived and barred.
ASSIGNMENT. You may not assign your rights and obligations under these Terms to any third party, and any purported attempt to do so will be null and void. AuditScripts may freely assign its rights and obligations under these Terms.
SEVERABILITY. If any part of these Terms is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.
CAPTIONS. The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
COPYRIGHT AGENT. AuditScripts respects the intellectual property rights of others, and we ask users to do the same. If you believe that your work has been copied in a way that constitutes infringement on the Website, please provide the following information to AuditScripts’s Copyright Agent:
o an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
o a description of the copyrighted work that you claim has been infringed;
o a description of where the material that you claim is infringing is located on the site;
o your address, telephone number, and email address;
o a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and,
o a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
AuditScripts’ Copyright Agent
Enclave Security, LLC
Attn: Legal Department
1435 East Venice Ave, Suite 133
Venice, FL 34292
Telephone: 888-315-7776 Option 2
Please contact us with any questions regarding this Agreement.