AUDITOPIA LLC

Last Updated: August 21, 2021

These Terms of Use are entered into by and between you and Auditopia LLC, and any of its subsidiaries and affiliates thereof (“Company”, “we”, or “us”). The following terms and conditions, together with any documents expressly incorporated herein by reference (collectively, “Terms of Use”), govern your access to and use of www.auditopia.com (the “Website” or the “Site”) including any content, marketplace, mobile apps, functionality, and site services (the “Services”) offered on or through the Website, whether as a guest or a registered user (a “User”). Users include those who have registered for an account on the Platform (“Account”).

Please read the Terms of Use carefully before you start to use the Website. By registering for an account on the Website, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, and our Privacy Policy, found at www.auditopia.com/policy/, which Privacy Policy is hereby incorporated by reference. If you do not want to agree to these Terms of Use, or our Privacy Policy, you must not access or use the Website and must exit the Website immediately.

Eligibility Requirements to Use or Access the Services. 

To use the Website or any other Services offered by the Company, you must be (i) at least 18 years old, and (ii) not a competitor of or using the Services for purposes that are competitive with the Company.

By accessing or using the Services, you represent and warrant that you meet all the foregoing eligibility requirements. You also represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use on your behalf or the entity or organization that you represent. If you do not meet all these requirements, you may not use or access the Services.

Privacy

For information about how the Company collects, uses, and shares your information, please review our Privacy Policy (www.auditopia.com/policy/). You agree that by using the Services you consent to the collection, use, and sharing (as set forth in the Privacy Policy) of such information.

The Children’s Online Privacy Protection Act requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 18 years old. We do not knowingly collect or solicit personally identifiable information from children under 18 years old. If you are a child under 18 years old, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 18 years old, we will delete that information as quickly as possible. If you believe that a child under 18 years old may have provided us personal information, please contact us at info@auditopia.com.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole and absolute discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction sections (below) will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Definitions

 “Affiliates” means any third-party companies which the Company chooses to work with and is considered a part of the Platform.

“Connected Account” means the account Users successfully create with the Company’s third-party payment processor, Stripe, in order to complete payments to and from Users.

“Content” means texts, emails, photographs or videos, information, software, images, communication, or other materials including but not limited to profile information, message threads, auditing resources, reviews, calendars, schedules, other information materials.

“Groups” are areas of the Website in which a User can either join or start a group focused on collaboration and which allows for sharing Group Content among Users that is specific to such groups’ industry, geography, or functional focus. Groups can be open to all Users or invite-only as determined by the access settings set by the Group Organizer or Group Moderator.

“Group Content” means Content shared among Users who are subscribed to a particular Group.

“Group Moderator” is a User who is part of a Group, is promoted to be a moderator of a Group, and who has the ability to edit and delete any forum discussion within the Group and delete any activity feed items, excluding those posted by a Group Organizer.

“Group Organizer” means a User who creates a Group and has total control over the contents and settings of a Group, which includes all the abilities of Group Moderators, as well as the ability to turn Group forums on or off, change Group status from public to private, change the Group photo, manage Group Users, and delete the Group.

“Premium Membership Content” means, including, without limitation, webinars, educational courses, access to live and a library of recorded events, virtual community events, and other educational resources and content the Company makes available now or in the future to Users with a Subscription.

“Marketplace” is defined as the area of the Website whereby Marketplace Sellers can offer Marketplace Resources to other Users either for free or for a Minimum Fee, as determined by such Marketplace Seller.

“Marketplace Payout Rate” is defined as the percentage of the total sales price Users may earn for sales of Marketplace Resource sold through the Website. The Marketplace Payout Rate will be paid out by the Company to a User via Stripe and such amount shall be determined by subtracting twenty (20%) percent from the total sales price for Marketplace Resources sold by Marketplace Sellers. The Company reserves the right to deduct from the Marketplace Payout Rate the amount of any refunds granted to Users or deduct the amount of such refunds from future disbursements otherwise payable to Marketplace Sellers. All payments and refunds payable or due from Marketplace Sellers shall be done through the company’s third-party payment processor, Stripe. More information regarding Stripe can be found below in the section titled “Payment methods and currency.”

“Marketplace Resources” means digital products sold or shared for free by Marketplace Sellers and/or Users, as applicable, on the Marketplace.

“Marketplace Seller” means a User who sells Marketplace Resources through the Website.

“Minimum Fee” means at least USD $10.00.

“Payment Method” refers to credit card, debit cards, and ACH transactions.

“Platform” means the application on the Site used to connect Users.

“Profile” means the User created web profile on the Site in which a User’s information is stored and select information is displayed, such as the information described in the “User Profile” section below.

“Subscription” means the amount to be paid by the User to obtain full access to the Platform, Website, Premium Membership Content, access to purchase Marketplace Resources, and/or Website Services. All Subscriptions are non-refundable. All Subscription fees are subject to change in the Company’s sole and absolute discretion.

“User Content” means all content Users submit, post, upload, publish, or transmit on or through the Platform, including, but not limited, to chat messaging, or calls made through the Site’s internal communication application, photographs, profile information, descriptions, postings, and reviews.

Auditopia Site and Marketplace Services

The Company is an online community for internal auditors that allows Users to share resources, learn from each other in virtual community events, and expand their professional education. The Company offers Subscriptions, which grant Users access to Premium Membership Content. The Company also offers Marketplace Resources, including, without limitation electronically delivered files, digital products, and other digital product types. The Company may modify, add, discontinue support for, or limit the availability of any product type. The Company at no time sells Marketplace Resources for or on behalf of our Users. The Company offers Subscriptions to its Premium Membership Content independently of Marketplace Resources that are offered by third-party Marketplace Sellers.

Users acknowledge and agree that the Company does not supervise or direct the Content posted by, and is therefore not responsible for the information posted or sold by Marketplace Sellers or other Users. The Company does not ensure the accuracy and legality of any Content. For more information about Content standards, please see Prohibited Uses and Code of Conduct and Content Standards below.

Payment Methods and Currency

The Company charges Users an annual Subscription access to Premium Membership Content according to the Company’s pricing page on the Website. The Company uses a third-party payment processing company, Stripe, as the payment processor for all payment services on the Platform, including for Premium Membership Subscriptions and Marketplace Resources. Stripe currently accepts payments in multiple currencies. The Company is not responsible or liable in any way for third-party losses, damages, lawsuits, actions, or claims. By using the Website, Users release the Company from any liability resulting from use of third-party payment services. If you have questions regarding Stripe, please contact Stripe at support@stripe.com or visit the Stripe website to review their Terms of Service.

Refund Policy

When you subscribe to Premium Membership Content or purchase Marketplace Resources on the Platform, you agree to our Refund Policy. Except as otherwise provided herein, all sales are final and nonrefundable once an order is submitted. We may, in our sole discretion, modify our Refund Policy or, on a case-by-case basis, issue a refund for a reason that falls outside of our Refund Policy, such as a receipt of a corrupted file, for example. In such case, please contact us to let us know of such problem.

Promise to Pay

When you subscribe to Premium Membership Content or purchase Marketplace Resources on the Marketplace, you represent and warrant that you are authorized to make the purchase and to use the payment method and billing information you have provided to the Company’s third-party payment processor, Stripe. You further agree that the Company may charge your payment method for the amount due. The Company is not responsible for any additional fees you may be charged by your financial institution, such as international transaction fees or overdraft fees.

Failure to Pay and Payment Disputes

Failure to pay as promised may result in late fees being charged, removal of Premium Membership Content or Marketplace Resources from your Account, Account suspension or closure, or any other action we deem necessary. If the Company receives notice that you’ve disputed a charge related to a purchase made from your Account, it may, at its discretion, offer proof to challenge the dispute. Pending resolution of the dispute, the Company may terminate Premium Membership Content in your Account, terminate your Subscription Account, and/or remove the purchased Marketplace Resources from your Account temporarily, or, if a refund is ultimately issued, permanently. In our discretion, we may take further action against your Account.

Marketplace Earnings

For each sale through the Platform, the Company earns the applicable Marketplace Payout Rate applicable to each User’s sales of Marketplace Resources.

Content Standards and Intellectual Property Infringement

All Users (including Marketplace Sellers) must abide by the Content Standards (described below) and Users and Marketplace Sellers maintain all right, title, and interest to all intellectual property in Marketplace Resources, User Content, and Group Content offered through the Website or in Groups (as applicable).

Marketplace Indemnification

Marketplace Sellers and Users agree to indemnify, defend, and hold harmless the Company, its employees, officers, directors, agents, and affiliates from and against all costs, expenses, damages, judgments, and liabilities (including reasonable attorneys’ fees) resulting from allegations, threats, claims, suits, or other proceedings brought by third parties related a Marketplace Sellers or Users use or misuse of the Marketplace Services or the Website, including but not limited to any breach of these Terms of Use, violation of any federal, state, or local law, and infringement of someone else’s intellectual property, privacy, publicity, or other rights.

Sales Tax

A purchaser of Marketplace Resources may be subject to local, state, or federal sales taxes or other taxes in the jurisdiction in which such purchaser resides.

Continuing Professional Education

The Company provides Users with completion certificates for certain courses, live events, and recorded events included with the Premium Membership Content. While the Company follows guidelines by various professional accreditation bodies, the Company does not guarantee, nor does the Company represent or warrant to Users that such certificates will or should qualify for continuing professional education (“CPE”) credits. Users bear the sole responsibility for confirming that such Premium Membership Content qualifies for CPE credits with the applicable professional association and/or in the User’s jurisdiction. The Company hereby expressly disclaims that completion certificates will entitle a User to be awarded CPE credits under any regulatory, professional association, or other professionally-governed body. If a User has questions regarding CPE credits, the User may contact us at: info@auditopia.com.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole and absolute discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, if applicable, is governed by our Privacy Policy (www.auditopia.com/policy/) which is hereby incorporated into these Terms of Use, and you consent to all actions we take with respect to your information consistent with our Privacy Policy and these Terms of Use.

Account Profile

To register for the Website, you must complete a user profile (a “Profile”), in which you must choose a username and password. With your profile creation, your default screen name will be your first name, which you can later modify if you choose to. By creating a profile, you consent to be visible to other users and/or the public. If you choose, or are provided with, any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. The safety of your account is your responsibility. You agree that the information you provide is true, accurate, and complete, will not provide misleading information about your identity, location, skills, or services you provide, and you will update your information to maintain such accuracy and completeness or correct any information that becomes false or misleading. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security by contacting the Company at info@auditopia.com. 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. You agree that you will not open an account for someone else or log in to someone else’s account and act on their behalf unless you are authorized by the company. You agree that you will act on your own behalf and will not pretend to be any other identify other than your own. You agree that the Person using the account for the business has authority to approve work and make payments using your payment method on file.

We have the right to disable or remove any profile or user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason if, in our opinion, you have violated any provision of these Terms of Use.

Upon registration, your account will be subject to verification, and you may be asked to validate your identity. Failure to validate your identity will result in: 1) incomplete registration or Profile, and 2) denied access to the Site and Site Services. You must provide truthful identification under the laws of the jurisdiction in which you reside. Failure to provide accurate and truthful information may result in account deletion.

Membership and Subscription Fees

Access to the basic version of the software is provided to you for free, while the premium version of the software requires a paid membership. By starting your membership, you expressly agree that we are authorized to charge you the membership fee associated with annual membership. The prices associated with membership and other charges are subject to change without notice. Membership begins on the date purchased (the “Purchase Date“) and will continue until cancelled. Membership shall not be transferred or assigned to any other third-party nor shall a third-party be granted access to the software or Site through use of your Registration Data. The Company may collect sales tax for the annual membership, which shall be collected at the time of processing your payment method through Stripe.

Purchases, Taxes, and Other Fees

You are responsible for paying any amounts due, including any applicable taxes, when you make purchases on the Platform. When you purchase on the Platform, you will be charged (in U.S. Dollars) the list price for each item, and any fees associated with your order. By placing an order, you represent and warrant that the billing information you’ve provided us is accurate. The Company is not responsible for the information provided by our Users and does not guarantee the accuracy of sales tax calculations.

Termination

In its sole discretion, the Company reserves the right to terminate your Account, or any part thereof, if you fail to comply with the terms outlined in the Terms of Use. The Company, may, in its sole discretion, terminate access to the Site without notice. You agree that the Company shall not be liable to you or any third party in the event of such termination of access to the Site or software. In the event a User’s Account is terminated, and such User is a subscriber to Premium Membership Content, a pro-rated refund will be issued as of the date of termination, which termination date shall be decided in the sole and absolute discretion of the Company.

Intellectual Property Rights

Ownership of Intellectual Property

You acknowledge that all intellectual property rights, including copyrights, trademarks, trade secrets, and patents, in the Services and its contents, features, and functionality (collectively, the “Content”), excluding Marketplace Resources and Group Content, in all respects, are owned by the Company, its licensors, or other providers of such material. The Content is protected by U.S. and international intellectual property or proprietary rights laws. Neither this Terms of Use nor your access to the Services transfers to you any right, title, or interest in or to such intellectual property rights.  Any rights not expressly granted in this Terms of Use are reserved by the Company and its licensors. Notwithstanding the foregoing, User Content is owned by you and is licensed to the Company pursuant User Content section below.

License to Use the Services

The Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use and access the Content solely for use in accordance with the terms and conditions of these Terms of Use. The Content may not be used for any other purpose.  This license will terminate upon your cessation of use of the Services, Website, and/or Marketplace.

Certain Restrictions

The rights granted to you in this Agreement are subject to the following restrictions:

(a)        No Copying or Distribution. You shall not copy, reproduce, publish, display, perform, post, transmit, or distribute any part of the Content in any form or by any means except as expressly permitted herein or as enabled by a feature, product, or the Services when provided to you.

(b)        No Modifications. You shall not modify, create derivative works from, translate, adapt, disassemble, reverse compile, or reverse engineer any part of the Content.

(c)        No Exploitation. You shall not sell, license, sublicense, transfer, assign, rent, lease, loan, host, or otherwise exploit the Content or the Services in any way, whether in whole or in part.

(d)        No Altering of Notices. You shall not delete or alter any copyright, trademark, or other proprietary rights notices from copies of the Content.

(e)        No Competition. You shall not access or use the Content in order to build a similar or competitive website, product, or service.

(f)        Systematic Retrieval. You shall not use any information retrieval system to create, compile, directly or indirectly, a database, compilation, collection or directory of the Content or other data from the Services.

Trademark Notice

All trademarks, logos, and service marks displayed on the Services are either the Company’s property or the property of third parties.  You may not use such trademarks, logos, or service marks without the prior written consent of their respective owners.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• We currently maintain social media accounts at:
• LinkedIn (http://linkedin.com/company/71167259/)
• Twitter (http://twitter.com/Auditopia1)
• Facebook (http://facebook.com/auditopiacommunity)

If we provide social media features with the above sites and/or applications with certain content, you may take such actions as are enabled by such features. We may provide additional social media features on other sites and/or applications and any such actions are to be used in accordance with the terms therein.

You must not:

• Modify copies of any materials from this Website.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of these Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Prohibited Uses and Code of Conduct

It is the expectation of the Company and its affiliates that all Users of the Site and Platform as well as use of third-party affiliates of the Company act in a manner that is professional and ethical at all times. You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards (below) set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

You also hereby acknowledge:

• Use of foul, discriminating, incident language or slurs between users of the Site will not be tolerated.
• Cyber bullying, cohesion, or like intentions to defame, destroy, intimidate others is not tolerated and will be met with the full force if any user is found to be engaging in any action that can be construed as harmful to any user.  The Company may terminate your use of the Website if it finds you have engaged in any of the foregoing activities, in its sole and absolute discretion.
• Expulsion from the site, deletion of account, and any monies still owed to the Company may be taken at the time of account removal. The Company reserves all rights to make these decisions in its sole and absolute discretion.
• If removed from the Site for violating terms of service or any agreement listed in here does not entitle any User to any form of refund.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of- service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User Generated Content

The Site and Platform may contain (either currently or in the future) message boards, chatrooms, profiles, forums, Groups, the ability to share Marketplace Resources, and other interactive features that allow users to post, upload, submit, publish, display, or transmit to other users or other persons content or materials (collectively, “User Generated Content”) on or through the Services.

You are solely responsible for your User Generated Content.  Please consider carefully what you choose to share. All User Generated Content must comply with the Content Standards set forth below.  With the exception of Group Content, which a Group Organizer or Group Moderator may, in their discretion, elect to be deemed confidential per User access settings, any User Generated Content you post on or through the Services will be considered non-confidential and non-proprietary. You assume all risks associated with the use of your User Generated Content.  This includes any reliance on its accuracy, completeness, reliability, or appropriateness by other users and third parties, or any disclosure of your User Generated Content that personally identifies you or any third party.  You agree that the Company shall not be responsible or liable to any third party for any User Generated Content posted by you or any other user of the Services.

You further agree that the Company shall not be responsible for any loss or damage incurred as the result of any interactions between you and other Users. Your interactions with other Users are solely between you and such Users. If there is a dispute between you and any other User, we are under no obligation to become involved.

License

You retain ownership of User Content you post to the Site. You hereby grant to the Company an irrevocable, non-exclusive, royalty-free and fully paid, transferable, perpetual, and worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, in connection with the Services and the Company’s business including, without limitation, for promoting and redistributing part or all of the Services in any media formats and through any media channels. Notwithstanding the foregoing, the Company shall not be entitled to a license from Users for Group Content.

You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any User Content that you submit. You hereby irrevocably waive all claims and have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary rights in any communication, content, or material submitted to us. Please note that all of the following licenses are subject to our Privacy Policy (www.auditopia.com/policy) to the extent they relate to any User Content that contains any personally identifiable information.

Content Standards

You agree not to send, knowingly receive, upload, transmit, display, or distribute any User Content that does not comply with the following standards (“Content Standards”). User Content must not:

(a)        Violate Laws or Obligations. Violate any applicable laws or regulations (including intellectual property laws and right of privacy or publicity laws), or any contractual or fiduciary obligations.

(b)        Promote Illegal Activity or Harm to Others. Promote any illegal activity; advocate, promote, or assist any unlawful act; or create any risk of any harm, loss, or damage to any person or property.

(c)        Infringe Intellectual Property Rights. Infringe any copyright, trademark, patent, trade secret, moral right, or other intellectual property rights of any other person.

(d)        Defamatory, Abusive, or Otherwise Objectionable Material. Contain any information or material that we deem to be unlawful, defamatory, trade libelous, invasive of another’s privacy or publicity rights, abusive, threatening, harassing, harmful, violent, hateful, obscene, vulgar, profane, indecent, offensive, inflammatory, humiliating to other people (publicly or otherwise), or otherwise objectionable. This includes any information or material that we deem to cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy another person.

(e)        Promotion of Sexually Explicit Material or Discrimination. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

(f)        Fraudulent Information or Impersonation. Contain any information or material that is false, intentionally misleading, or otherwise likely to deceive any person including, without limitation, impersonating any person, or misrepresenting your identity or affiliation with any person or organization.

(g)        Commercial Activity. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

(h)        Endorsement by the Company. Represent or imply to others that it is in any way provided, sponsored, or endorsed by the Company or any other person or entity, if that is not the case.

Monitoring and Enforcement

We reserve the right at all times, but are not obligated, to:

(a)        take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Content Standards or any other provision in this Terms of Use or our Privacy Policy, or creates liability for the Company or any other person. Such action may include reporting you to law enforcement authorities.

(b)        remove or reject any User Content for any or no reason in our sole discretion.

(c)        disclose any User Content, your identity, or electronic communication of any kind to satisfy any law, regulation, or government request, or to protect the rights or property of the Company or any other person.

(d)        Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.

The Company shall use commercially reasonable efforts to remove objectional content that does not conform to our Content Standards, but the Company cannot ensure prompt removal of questionable User Content. Accordingly, the Company and its affiliates, and their respective officers, directors, employees or agents, assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. The Company shall have no liability or responsibility to anyone for performance or non-performance of the activities described in this Section.

Copyright Infringement (Digital Millennium Copyright Act Policy)

The Company respects the intellectual property of others and expects users of the Services to do the same. It is the Company’s policy to terminate the users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that your work has been copied in a way that constitutes copyright infringement and wish to have the allegedly infringing material removed, please provide the following information in accordance with the Digital Millennium Copyright Act to our designated copyright agent:

(a)        a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

(b)        a description of the copyrighted work that you allege has been infringed;

(c)        a description of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled;

(d)        a description of where the material that you claim is infringing is located;

(e)        your contact information, including your address, telephone number, and email address;

(f)        a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

(g)        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.

Please note that pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorneys’ fees incurred by us in connection with the written notification and allegation of copyright infringement.

Designated copyright agent for the Company:

Auditopia LLC
Copyright Agent
415 Boston Post Rd
Ste 3-1198
Milford, CT 06460

info@auditopia.com

Feedback to the Company

If you provide the Company with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback that you provide to the Company as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties and all statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

‌

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

‌

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Terms of Use and our Privacy Policy located at www.auditopia.com/policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Terms and Conditions and the Privacy Policy.

Other Terms and Conditions

 Additional terms and conditions may also apply to specific portions, services, or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any websites that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links, if applicable. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, MEMBERS, OWNERS, PARTNERS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective direct or indirect partners, owners, members, officers, directors, affiliates, subsidiaries, representatives, employees, contractors, agents, licensors, suppliers, invitees, guests, clients of the Company, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use, all documents incorporated herein by reference, including, without limitation, the Terms and Conditions and Privacy Policy or your use of the Website, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

‌

Governing Law

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Arbitration

At the Company’s sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying the law of the State of Delaware. The place of arbitration shall be Connecticut.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

‌

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

‌

Entire Agreement

The Terms of Use, our Privacy Policy, and our Terms and Conditions constitute the sole and entire agreement between you and the Company regarding the Website and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

‌

Your Comments and Concerns

This website is operated by Auditopia, LLC.

All notices of copyright infringement claims should be sent to: info@auditopia.com.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: info@auditopia.com