Terms of Service

This Agreement governs your purchase of a license to and useof our services. The parties agree as follows: 

IF YOU REGISTER FOR A FREE VERSION OF THE SERVICE OR A FREE TRIAL OF THESERVICE, THE APPLICABLE PROVISIONS OF THIS AGREEMENT ALSO GOVERN YOUR USE OFTHOSE SERVICES. 

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A SERVICE ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE. 

‍1. DEFINITIONS
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‍1.1  “Agreement” means these Terms of Service and any Service Ordersyou enter into with us.
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1.2  “Authorized User” means any third party user, including your or aPermitted Third Party’s employees or contractors, for whom you create (or we or the Services create on your or their behalf) a unique user name and password under your account.
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1.3  “Client Software” means software components to be installed as part of the Service on any computer systems or mobile or other devices that are, in any such foregoing cases, not controlled or operated by us.
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1.4  “Documentation” means our user documentation, in all forms, relating to the Service (e.g., user manuals, on-line help files, etc.).
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1.5  “Permitted Third Party” means any entity specifically identified in aService Order for which access to the Services will be granted pursuant to suchService Order. A Permitted Third Party may be your affiliated or subsidiary company or your client.  
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1.6  “Service” means the service identified in the Service Order, as we may modify the service from time to time in our discretion, including any associated Client Software provided by us to you.

1.7  “Service Order” means an ordering document entered into between you and us specifying the services to be provided thereunder, including any addenda and supplements thereto. An online registration or sign-up page may also constitute a Service Order.

1.8   “Subscriber Data” means the Work Papers and any data uploaded into the Service, or otherwise provided for processing by the Service, by or on behalf of you and your customers in accordance with this Agreement.

1.9    “Subscription Fees” means the fees for the Service specified in the Service Order. Subscription Fees may be based on number of audits, events or other transactions conducted using the Service.

1.10   “Technical Support Services” means our then-current technical support services offering, as described athttps://www.auditsight.com/support-policy.

1.11   “We” or “Us” or “Our” means Audit Sight, Inc., a Delaware company, unless otherwise specifically designated in a Service Order.

1.12   “Work Papers” means the financial report output of the Services after analyzing Subscriber Data, as further described in the Documentation.

1.13   “You” or “Your” or “Subscriber” means the customer named on theService Order, the person indicating acceptance of this Agreement, or if the person indicating acceptance of this Agreement is acting on behalf of a company or other legal entity, such company or legal entity.

‍2. FULL SERVICE; FREE VERSIONS AND FREE TRIALS
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‍2.1  Full Service. We offer various versions of our Service. The most comprehensive version of the Service requires payment for continued use of theService. The version of the Service that requires payment is currently referred to as “Full Service.”

2.2  Free Versions; Beta Versions. Certain versions of the Service may be provided to you free-of-charge. The versions of the Service that do not require payment to be accessed are currently referred to as “Free Versions.”  From time to time, we may make available for you to try, at your sole discretion, certain functionality related to the Service, which is clearly designated as beta, pilot, limited release, non-production, or by a similar description(each, a “Beta Version”). Beta Versions are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. We may discontinue Beta Versions at any time in our sole discretion and may never make them generally available. We have no liability for any harm or damage arising out of or in connection with a Beta Version.


2.3  Free Trials. From time to time, we may offer trials of the FullService for a specified period of time without payment or at a reduced rate(each, a “Free Trial”). If you register on our website or via a Service Order for a Free Trial, we will make the Service available to you under the FreeTrial until the earlier of (a) the end of the Free Trial period for which you registered to use the Service, or (b) the start date of any Full Service subscription ordered by you for such Service, or (c) termination by us in our sole discretion. Additional Free Trial terms and conditions may appear on theFree Trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. We reserve the right, in our absolute discretion, to determine your eligibility for a Free Trial, and, subject to applicable laws, to withdraw or to modify aFree Trial at any time without prior notice and with no liability, to the greatest extent permitted under law. ANY DATA YOU ENTER INTO THE SERVICE, ANDANY CONFIGURATION CHANGES MADE TO THE SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS THOSE COVERED BY THE FREE TRIAL OR EXPORT SUCH DATA, BEFORE THE ENDOF THE FREE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CONFIGURATION CHANGES MADE DURING THE FREE TRIAL TO A FREE VERSION OF THE SERVICE, UNLESS THE DATA ENTERED OR CONFIGURATION CHANGES ARE TO FEATURES AVAILABLE IN THE FREE VERSIONS; THEREFORE, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST. Please review the applicable Documentation for the Service during the Free Trial period so that you become familiar with the functionality and features of the Service before you make your purchase.

2.4  Inapplicable Provisions. NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMER), BETA VERSIONS, FREE VERSIONS, AND FREE TRIALS OF THE SERVICE ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY. SECTION 10 (INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION) DOES NOT APPLY TO, AND SECTION 12.2 (CAP ON LIABILITY) DOES NOT LIMIT THE TOTAL LIABILITY OF, SUBSCRIBERS USING FREE VERSIONS OR FREE TRIALS OF THE SERVICE. 

‍3. USE OF THE SERVICE
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‍3.1  Use of the Service. Subject to the terms and conditions of thisAgreement, we grant to you and Permitted Third Parties a limited, worldwide, non-exclusive, non-transferable (except as explicitly permitted in thisAgreement) right during the term of the applicable Service Order to use theService solely in connection with your internal business operations, and in respect of Permitted Third Parties, use on your behalf of or in connection with your services being provided to such Permitted Third Party. Your and eachPermitted Third Party’s rights to use the Service are subject to any limitations on use of the Service based on the version of the Service you register for (e.g., applicable usage limits) and as set forth in theService Order (collectively, the “Scope Limitations”) and your rights to use the Service are contingent upon your compliance with the Scope Limitations and this Agreement. As part of the Service, we may provide you and a PermittedThird Party with Client Software, which may be installed and used solely to upload Subscriber Data into the Service. You are solely responsible for the content of Subscriber Data and all communications with others while using theService. You acknowledge that we have no obligation to monitor any information on the Service, but we may remove or disable any information that you make publicly available on the Service at any time for any reason or for no reason at all. We are not responsible for the availability, accuracy, appropriateness, or legality of Subscriber Data or any other information you may access using the Service.

3.2  Use of the Documentation. Subject to the terms and conditions of thisAgreement, we grant to you and Permitted Third Parties a limited, worldwide, non-exclusive, non-transferable (except as explicitly permitted in this Agreement)right during the term of this Agreement to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Service in accordance with this Agreement.

3.3  Use Restrictions. You may use the Service only in accordance with theDocumentation. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) rent, lease, or, except as explicitly set forth in this Agreement, otherwise permit third parties to use the Service orDocumentation; (b) use the Service to provide services to third parties as a service bureau or in any way that violates applicable law; (c) circumvent or disable any security or other technological features or measures of theService, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures; (d) upload or provide for processing any information or material that is illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party; (e) use the Service to harm, threaten, or harass another person or organization; or (f) send, store, or distribute any viruses, worms, Trojan horses, or other disabling code or malware component harmful to a network or system. You will not copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of anyClient Software or provide, disclose, or make any Client Software available to any third party, except that you may make one copy of Client Software solely for backup and archival purposes. You will neither alter nor remove any trademark, copyright notice, or other proprietary rights notice that may appear in any part of the Documentation or any Client Software and will include all such notices on any copies. You are solely responsible for and will ensure that each Permitted Third Party complies with this Agreement. You will be directly and fully responsible to us for their conduct and any breach of this Agreement by them. We reserve the right to deactivate, change, or require you or anyAuthorized User to change its user ID or password for any reason or for no reason at any time with or without prior notice.

3.4  Authorized Users Only. You will ensure that each Authorized User is at least eighteen (18) years of age and accounts must not be shared among users. You will not misrepresent the identity or nature of the company or Authorized Users who should be associated with your account. We may change the way you access the Service at any time in our sole discretion. You are responsible for (a) maintaining the confidentiality of your login, password, and account, (b) the actions or inactions of all Authorized Users, and (c) for all activities that occur under your or any Authorized Users’ login and account.

3.5  Protection against Unauthorized Use. You will, and will ensure thatPermitted Third Parties use, reasonable efforts to prevent any unauthorized use of the Service or Documentation, and you will immediately notify us in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to the Service or Documentation directly or indirectly through you or a Permitted Third Party, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by us to prevent or terminate unauthorized use of the Service or Documentation. We may, at our expense and no more than once every 12 months with reasonable notice, appoint our own personnel or an independent third party to verify that your use of the Service complies with the terms of this Agreement.

3.6  Reservation of Rights. We retain all right, title, and interest in and to the Service, Client Software and Documentation and all related intellectual property rights, including without limitation any modifications, updates, customizations, cards, apps, or other add-ons. Your rights to use theService, Documentation, and Client Software are limited to those expressly set forth in this Agreement. We reserve all other rights in and to the Service,Client Software, and Documentation, and no rights are granted by implication or estoppel.

3.7  Service Availability. We perform and maintain regular database backups according to the retention policy appropriate for the particular system. We incorporate database and system maintenance operations and processes designed to address data consistency, indexing, and integrity requirements that also help improve query performance. We have implemented and will maintain commercially reasonable measures intended to avoid unplanned Service interruptions. We will use commercially reasonable efforts to notify you in advance of planned Service interruptions. In the event of an unplanned Service interruption, you may contact us for Technical Support Services, as described in this Agreement. The Service depends on the availability of the SubscriberData from you, your customers and as applicable third-party data providers. You are responsible for making the Subscriber Data available that is necessary forus to provide the Service.

‍4. SUPPORT SERVICES
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‍4.1  Technical Support Services. We will provide you with the applicable Technical Support Services for the version of the Service to which you are subscribed so long as you are current in payment of the SubscriptionFees (if applicable).

4.2  Your Responsibilities. You will provide assistance, cooperation, information, equipment, data, a suitable work environment, and resources reasonably necessary to enable us to perform the Technical Support Services.You acknowledge that our ability to provide Technical Support Services may be affected if you do not meet your responsibilities as set forth in this section.

‍5. FEES AND PAYMENT
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‍5.1  Fees and Payment Terms. Unless otherwise specified in a ServiceOrder, the Subscription Fees for the initial subscription term are due upon execution of the Service Order. After the initial subscription term,Subscription Fees will be invoiced monthly at the then-current rate for theService or as otherwise specified in a Service Order, at least 30 days in advance of the start of each renewal period. Fees for additional Service quantities will be invoiced at the time of order, unless otherwise agreed in writing by the parties. You will pay all amounts in full within 30 days after the invoice date. The charges in an invoice will be considered accepted by you unless we are notified of a good faith dispute in writing within 15 days of the date of the invoice. Unless expressly provided otherwise in a Service Order, all amounts payable under this Agreement are denominated in United States dollars, and you will pay all such amounts in United States dollars.

5.2  Credit Card. If you use a credit card to set up an account or pay for the Service, you must be authorized to use the credit card information that you enter when you create the billing account. You authorize us to charge you for the Service plus a reasonable processing fee using your credit card and for any paid feature of the Service that you choose to sign up for or use under thisAgreement. We may bill: (a) in advance; (b) at the time of purchase; (c)shortly after purchase; or (d) on a recurring basis for a subscription to theService. If you set up a Free Trial using a credit card or if you paid theSubscription Fees using a credit card, you agree that we may automatically charge your credit card account the applicable Subscription Fee when the Free Trial ends or renew your subscription and charge your credit card account upon such renewal. We may charge you up to the amount you approve plus a reasonable processing fee. You must keep all information in your billing account current.You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for a Service that requires payment, we may terminate your access to that Service.

5.3  Late Payment. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded monthly from the date due until the date paid. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. Amounts due from you under this Agreement may not be withheld or offset by you against amounts due to you for any reason.

5.4  Taxes. The fees stated in a Service Order do not include local, state, federal, or foreign taxes (e.g., value-added, sales, or use taxes), or fees, duties, or other governmental charges resulting from thisAgreement (“Taxes”). You are responsible for paying all applicable Taxes. If we determine that we have the legal obligation to pay or collect Taxes, we will add such Taxes to the applicable invoice and you will pay such Taxes, unless you provide us with a valid tax exemption certificate from the appropriate taxing authority. If a taxing authority subsequently pursues us for unpaidTaxes for which you are responsible under this Agreement and which you did notpay to us, we may invoice you and you will pay such Taxes to us or directly to the taxing authority, plus all applicable interest, penalties and fees.

5.5  Future Functionality. Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

‍6. TERM AND TERMINATION
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‍6.1  Term. This Agreement commences on the effective date specified in the Service Order and continues for the initial subscription term specified in the Service Order, unless this Agreement is terminated earlier in accordance with the terms of this Agreement. Unless otherwise expressly stated in theService Order, this Agreement automatically renews for additional successive one-year terms unless at least 30 days before the end of the then-current term either party provides written notice to the other party that it does not intend to renew.

6.2  Termination. Either party may terminate this Agreement if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non-breaching party. A breach of this Agreement by a Permitted Third Party will be treated as a breach by you. Termination in accordance with this Subsection will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30-day cure period. If you fail to timely pay any Subscription Fees, we may, without limitation to any of our other rights or remedies, suspend performance of the Service andTechnical Support Services until we receive all amounts due, or may terminate this Agreement pursuant to this Subsection. We may terminate your license to use Free Versions at any time in our sole discretion.

6.3  Post-Termination Obligations. If this Agreement is terminated for any reason: (a) we have no obligation to provide or perform any Service orTechnical Support Services after the effective date of the termination; (b) you will immediately pay to us any Subscription Fees and other amounts that have accrued prior to the effective date of the termination; (c) any and all liabilities accrued prior to the effective date of the termination will survive; (d) you will provide us with a written certification signed by your authorized representative certifying that all use of the Service andDocumentation by you and Permitted Third Parties has been discontinued and theClient Software has been removed from each Authorized Users’ computer systems; and (e) Sections and Subsections 1, 2, 3.6, 5, 6.3, 7, 8.3, 9.4, 10, 11, 12, and 14 will survive termination. If this Agreement is terminated by us for you run cured material breach or by you other than as a result of a material, uncured breach by us, you will pay to us the amounts due under the applicable ServiceOrder for the remainder of the then-current term. If you terminate thisAgreement for our uncured material breach, as your exclusive remedy, we will provide you a pro-rata refund of all prepaid but unused Subscription Fees for the remainder of the then-current term.

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‍7. CONFIDENTIAL INFORMATION
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‍7.1   Definition. “Confidential Information” means non-public business information, know-how, and trade secrets in any form, including information regarding our product plans, Beta Versions, terms of thisAgreement, and any other information a reasonable person should understand to be confidential, which is disclosed by or on behalf of either party to the other party, directly or indirectly, in writing, orally, or by inspection of tangible objects, and whether such information is disclosed before or after the effective date specified on the Service Order. Our Confidential Information includes our pricing and the non-public aspects of the Service (such as theClient Software); your Confidential Information includes the Work Papers.“Confidential Information” excludes information that (a) is publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party through no action or inaction of the receiving party;(b) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records; (c) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.

7.2  Maintenance of Confidentiality. The party receiving ConfidentialInformation hereunder agrees to take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but not less than reasonable care, to prevent the unauthorized duplication or disclosure of the Confidential Information to third parties without the disclosing party’s prior written consent. The receiving party may disclose the disclosing party’s Confidential Information to the receiving party’s employees or agents who reasonably need to have access to such information to perform the receiving party’s obligations under this Agreement, and who will treat suchConfidential Information under the terms of this Agreement. Provided that such Permitted Third Party is bound by obligations of confidentiality and nonuse no less restrictive than the terms of this Agreement, you may disclose ourConfidential Information to a Permitted Third Party solely to the extent required for such Permitted Third Party to be able to access and use theService pursuant to this Agreement. Also, we may disclose this Agreement to actual and potential investors and funding sources and their representatives, in each case who agree to hold it in confidence. The receiving party may disclose the disclosing party’s Confidential Information if required by law so long as the receiving party gives the disclosing party written notice of the requirement prior to the disclosure (where permitted) and reasonable assistance, at the disclosing party’s expense, in limiting disclosure or obtaining an order protecting the information from public disclosure.

7.3  Return of Materials and Effect of Termination. Upon written request of the disclosing party, or in any event upon any termination or expiration of this Agreement, the receiving party will return to the disclosing party or destroy all materials, in any medium, to the extent containing or reflecting any of the disclosing party’s Confidential Information. Following expiration or termination of this Agreement, we may purge your Subscriber Data and yourService environment from our systems. The obligations in this Section 7 survive for three years following expiration or termination of this Agreement, except that Confidential Information that constitutes a trade secret of the disclosing party will continue to be subject to the terms of this Section 7 for as long as such information remains a trade secret under applicable law.

7.4  Feedback and Other Content. The Service may permit you and PermittedThird Parties to submit feedback, user community contributions and comments, technical support information, suggestions, enhancement requests, recommendations, and messages relating to the use and operation of the Service.You grant to us a royalty-free, fully paid, non-exclusive, perpetual, irrevocable, worldwide, transferable license to display, use, copy, modify, publish, perform, translate, create derivative works from, sublicense, distribute, and otherwise exploit such content without restriction.

‍8. DATA
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‍8.1  Data Security. We implement and maintain safeguards intended to protect against the loss, misuse, unauthorized access, alteration, or disclosure of Subscriber Data. The data processing addendum attached to theseTerms of Services sets out each parties’ respective rights and obligations in respect of the processing of personal data.

8.2  Data Transmission. You acknowledge that use of the Service involves transmission of Subscriber Data and other communications over the Internet and other networks, and that such transmissions could potentially be accessed by unauthorized parties. You shall protect your and each Authorized User login names and passwords from access or use by unauthorized parties, and are solely responsible for any failure to do so. You must promptly notify us of any suspected security breach at support@auditsight.com.

8.3  Subscriber Data. Subscriber Data are your property. We will store and use Subscriber Data as set forth in our privacy policy at auditsight.com. In addition, you grant us a non-exclusive, perpetual, worldwide, irrevocable, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Subscriber Data as required to provide or perform theService, Technical Support Services, account management services, , and to reproduce, publish, display, and distribute de-identified, aggregated information derived from Subscriber Data or from your use of the Service for any lawful purpose, including but not limited to improving our products and services and their underlying technologies, developing new products or services, and developing, displaying, and distributing benchmarks and similar reports, provided that any such data is not publicly identified or identifiable as originating with or associated with you or any individual person.

‍9. WARRANTIES AND DISCLAIMER
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‍9.1  Our Warranty. We warrant that the Service as delivered to you will substantially conform to the Documentation. You must notify us of a claim under this warranty within 30 days of the date on which the condition giving rise to the claim first appears. To the extent permitted by law, your sole and exclusive remedy arising out of or in connection with a breach of warranty is limited to correction of the non-conforming Service, or if correction or re-performance is not commercially reasonable, termination of the applicableService Order.

9.2  Your Warranty. You represent, warrant and covenant that you (a) will use the Service in accordance with the Documentation, this Agreement and all applicable laws and regulations; and (b) you are solely responsible for theWork Papers and auditing and other services provided to your customers.

9.3  Sensitive Personal Information. Unless we specifically agree otherwise in writing, you represent and warrant that neither you nor anyAuthorized User will upload into the Service, or otherwise provide for processing by the Service, any Sensitive Personal Information. “SensitivePersonal Information” means Sensitive Personal Information and any similar term(e.g., “Sensitive Personal Data,” “Protected Health Information,” etc.)as defined under relevant privacy or data protection laws, including, without limitation, the Gramm-Leach-Bliley Act, Health Insurance Portability andAccountability Act of 1996, US Children’s Online Privacy Protection Act, andFamily Educational Rights and Privacy Act. Without limitation, “SensitivePersonal Information” includes: personal (as opposed to business or commercial)financial information, sexual orientation, personal medical or health information, personal information of children under 13, personal education records, and social security, national identity, national insurance, and similar personal identifiers. You further represent and warrant that you and any Authorized User will comply with all applicable laws, regulations, self-regulatory guidelines, and your privacy policy with respect to the collection, transfer, and use of any personally identifiable information in connection with the Service, including proper disclosure and receipt of all required permissions or consents from each individual to transfer such personally identifiable information to us.

9.4  Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE OR DOCUMENTATION. WE DO NOT WARRANT THAT THE SERVICE OR DOCUMENTATION IS ERROR-FREE OR THAT OPERATION ORUSE OF THE SERVICE OR DOCUMENTATION WILL BE SECURE OR UNINTERRUPTED. WE EXERCISE NO CONTROL OVER AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF USE OF THE SERVICE OR DOCUMENTATION.

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‍10.  INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION
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‍10.1   Defense of Infringement Claims. We will, at our expense, either defend you from or settle any claim, proceeding, or suit brought by a third party (“Claim”) against you alleging that your use of the Service infringes or misappropriates any patent, copyright, trade secret, trademark, or other intellectual property right. You must (a) give us prompt written notice of the Claim; (b) grant us full and complete control over the defense and settlement of the Claim; (c) provide assistance in connection with the defense and settlement of the Claim as we may reasonably request; and (d) comply with any settlement or court order made in connection with the Claim. You will not defend or settle any Claim under this Subsection 10.1 without our prior written consent. You may participate in the defense of the Claim at your own expense and with counsel of your own choosing, subject to our sole control over the defense and settlement of the Claim as provided above.

10.2   Indemnification of Infringement Claims. We will indemnify you from and pay: (a) all damages, costs, and attorneys’ fees finally awarded against you in any Claim under Subsection 10.1; and (b) all amounts that we agree to pay to any third party to settle any Claim under Subsection 10.1.

10.3   Exclusions from Obligations. We have no obligation under thisSection 10 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the Service in combination with other products or services; (b) any aspect of the Service or Subscriber Data configured specifically for you to comply with designs, requirements, or specifications required by or provided by or on your behalf; (c) any use of theService outside the scope of the rights granted in this Agreement; (d) any failure to use the Service in accordance with instructions provided by us; or(e) any modification of the Service not made or authorized in writing by us(collectively, “Excluded Claims”).

10.4   Infringement Remedies. In the defense or settlement of any infringement Claim, we may, at our sole option and expense: (a) procure for you a license to continue using the Service; (b) replace or modify the allegedly infringing technology to avoid the infringement; or (c) if the foregoing are not commercially feasible in our sole judgment, then terminate your license and access to the Service and refund any prepaid, unused Service fees as of the date of termination. This Section 10 states our sole and exclusive liability, and your sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Service.

‍11.  INDEMNIFICATION
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‍11.1   Defense. You will defend us from any actual or threatened third-party Claim arising out of or based upon (a) use of the Service by you orPermitted Third Parties that is not in accordance with the terms of thisAgreement; (b) any dispute between you and another user of the Services; (c)the Subscriber Data or other materials or information provided by you or on your behalf under this Agreement; and (d) Excluded Claims. We will give you prompt written notice of the Claim and provide assistance in connection with the defense and settlement of the Claim as you may reasonably request. We may participate in the defense of any Claim at our own expense and with counsel of our own choosing.

11.2   Indemnification. You will indemnify us from and pay: (a) all damages, costs, and attorneys’ fees finally awarded against us in any Claim under Subsection 11.1; (b) all out-of-pocket costs, including reasonable attorneys’ fees reasonably incurred by us in connection with the defense of aClaim under Subsection 11.1 (other than attorneys’ fees and costs incurred without your consent after you have accepted defense of the Claim); and (c) all amounts that you agree to pay to any third party to settle any Claim underSubsection 11.1.

‍12.  LIMITATIONS OF LIABILITY

12.1   Disclaimer of Indirect Damages. TO THE EXTENT PERMITTED BY LAW,NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY OR TOANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR RELATED TOTHIS AGREEMENT, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

12.2   Cap on Liability. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL AUDIT SIGHT’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS),REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY YOU UNDERT HIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

12.3   Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO YOU ANDIS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACHOF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OFTHIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

‍13.  THIRD-PARTY PRODUCTS
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‍13.1   Third-Party Products. Any third-party product that we provide as identified in an applicable Service Order or that is made available in connection with the Service (e.g., a Third Party App) is provided pursuant to the terms of the applicable third-party agreement, and your use of any such third-party product constitutes your agreement to comply with the terms of the applicable third-party agreement. We assume no responsibility for, and specifically disclaim any liability or obligation with respect to, any third-party product.

13.2   Third Party Apps. “Third Party App” means a software application developed by a third party or by you that interoperates with the Service. We do not warrant or support Third Party Apps, regardless of whether the Third PartyApp is certified by us. If you install or enable a Third Party App for use with the Service, you grant us permission to allow the provider of that Third PartyApp to access Subscriber Data as required for the interoperation of that ThirdParty App with the Service. We are not responsible for any disclosure, modification, or deletion of Subscriber Data by the applicable provider resulting from access by a Third Party App. If we believe a Third Party Appviolates our policies, this Agreement, applicable law, or the rights of any third party, we may disable the Third Party App and suspend use of the ThirdParty App until the potential violation is resolved.


14.  MISCELLANEOUS

‍14.1   Access by Competitors. You may not access the Service if you are our direct competitor, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purpose.

14.2   U.S. Government Use. If the Service is licensed under a UnitedStates government contract, you acknowledge that the Service is a"commercial item" as defined in 48 CFR 2.101, consisting of"commercial computer software" and "commercial computer software documentation," as such terms are defined in FAR Section 2.101 and Section252.227-7014 of the Defense Federal Acquisition Regulation Supplement (48 CFR252.227-7014) and used in 48 CFR 12.212 or 48 CFR 227.7202-1, as applicable.You also acknowledge that the Service is "commercial computer software" as defined in 48 CFR 252.227-7014(a)(1). United States government agencies and entities and others acquiring under a United States government contract will have only those rights, and will be subject to all restrictions, set forth in this Agreement.

14.3   Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify our Legal Department atsupport@auditsight.com.

14.4   Relationship. We will be and act as an independent contractor (and not as the agent or representative of you) in the performance of thisAgreement.

14.5   Publicity. We may only use your name, trademarks, and service marks to the extent necessary to fulfill our obligations under this Agreement or as otherwise explicitly authorized in this Agreement or a Service Order. We reserve the right to use your name and trademark as a reference for marketing and promotional purposes on our website and in other communications with our existing and prospective customers. If you do not want to be listed as reference for the Service, you may send an email to support@auditsight.comstating that you do not wish to be identified as a reference.

14.6   Assignment and Delegation. You may not assign any of your rights or delegate any of your obligations under this Agreement (in whole or in part)without our prior written consent, except in connection with a change of control, merger, or by operation of law. Your assignment or delegation will not relieve you of your obligations under this Agreement nor release you of your liability under this Agreement. We may voluntarily, involuntarily, or by operation of law assign any of our rights or delegate any of our obligations under this Agreement without your consent. Any purported assignment or delegation in violation of this Subsection will be null and void.  Subject to this Subsection, this Agreement will bind and inure to the benefit of each party’s respective permitted successors and permitted assigns.

14.7   Subcontractors. We may use subcontractors or other third parties in carrying out our obligations under this Agreement and any Service Order. We remain responsible for all of our obligations under this Agreement.

14.8   Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or overnight courier, return receipt requested, to the appropriate party at the address set forth in the Service Order and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Subsection. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.

14.9   Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.

14.10 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State ofGeorgia, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the InternationalSale of Goods.

14.11 Arbitration. Any action arising out of or in connection with thisAgreement or the breach, termination, enforcement, interpretation, or validity thereof, will be determined by binding arbitration in Fulton County, Georgia,U.S.A. by one arbitrator. The arbitration will be administered by the AAA pursuant to its Comprehensive Arbitration Rules and Procedure. Judgment upon the award rendered by an arbitrator may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with this Agreement. The parties will maintain the confidential nature of the arbitration proceeding except as may be necessary to prepare for or conduct the arbitration hearing on the merits.  This section does not prohibit either party from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, or to any action by us to collect amounts not paid to us when due.

14.12 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, including, without limitation Permitted Third Parties or AuthorizedUsers.

14.13 Waiver and Modifications. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of thisAgreement or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce. We reserve the right, at our discretion, to change the terms of this Agreement on a going-forward basis at any time. Please check the terms of this Agreement periodically for changes. Continued used after the implementation of such change constitutes acceptance of the change. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.

14.14 Sever ability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Service under this Agreement is found to be illegal, unenforceable, or invalid, your right to use the Service will immediately terminate.

14.15 Headings. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement.

14.16 Counterparts. The Service Order may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. The Service Order may also be executed and delivered by facsimile or electronically and such execution and delivery will have the same force and effect of an original document with original signatures.

14.17 Entire Agreement. This Agreement and all exhibits contain the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter, including any prior nondisclosure agreement between the parties(provided information shared under such agreement constitutes ConfidentialInformation under this Agreement). If there is a conflict between the terms of this Agreement and a Service Order, the terms of the Service Order will control. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. Neither party will be bound by, and specifically objects to, any term, condition, or other provision that is different from orin addition to this Agreement (whether or not it would materially alter thisAgreement) that is proffered by the other party in any acceptance, confirmation, invoice, purchase order, receipt, correspondence, or otherwise, unless each party mutually and expressly agrees to such provision in writing. 

 DATA PROCESSING EXHIBIT
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Not withstanding anything in the Terms to the contrary, to the extent we process Personal Information that is subject to Data Privacy Laws, this DataProcessing Exhibit applies. Capitalized terms used but not defined in thisExhibit have the meanings given to them in the Terms. In the event of any conflict between theTerms and this Exhibit, this Exhibit will govern solely to the extent of the conflict.
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All terms used in thisExhibit shall have the meaning specified in the Agreement unless otherwise defined herein.

1.    Details of Processing. We will ProcessPersonal Information in accordance with the Terms. You are the"controller," and we are a "processor" or "service provider" (or words of similar import under Data Privacy Laws) with respect to the Processing of your Personal Information under this Exhibit.

2.    Compliance with Laws. During the term of theAgreement, we will comply with the laws and regulations applicable to our processing of Personal Information (“Data PrivacyLaws”). We will make available all information reasonably requested by you to demonstrate our compliance withData Privacy Laws. We will notify you in the event we make a determination that we can no longer meet our obligations under DataPrivacy Laws.

3.    Restrictions. We will not: (i) retain, use, disclose, sell, or share (as those terms are defined in applicable DataPrivacy Laws) Personal Information for any purpose other than to provide theServices; (ii) retain, use or disclose your Personal Information outside of the direct business relationship between you and us; or (iii) combine PersonalInformation received from or on behalf of you with Personal Information we receive from or on behalf of another person or which we collect on our own except as permitted by Data Privacy Laws. To the extent required under DataPrivacy Laws, you may take reasonable and appropriate steps to (a) stop and remediate any unauthorized use of Personal Information and (b) ensure we use your Personal Information in a manner consistent with Data Privacy Laws.

4.    Information Security Program. We agree to implement appropriate physical, technical and administrative safeguards designed to protect your Personal Information from unauthorized or unlawful destruction, loss, alteration, disclosure or access.

5.    Breach Notification and Investigation. To the extent required by Data Privacy Laws, we will notify you without undue delay of the discovery of a Personal Data Breach impacting the Personal InformationProcessed under these Terms. Such notice will include (to the extent known)details of the nature of the Personal Information Breach, the number of records impacted, the category and number of affected individuals, the anticipated consequences of the Personal Information Breach and any actual or proposed remedies for mitigating its impact.  

6.    Data Subject Rights. To the extent that DataPrivacy Laws require you to comply with requests from individuals regarding theProcessing of theirPersonal Information, we agree to promptly notify you of any such requests directed to us and to provide reasonable assistance necessary to fulfill such requests taking into account the nature of our Processing ofPersonal Information under the Terms. 

7.    Subprocessors. You grant us a genera lauthorization to engage subprocessors in connection with the performance of our obligations under the Terms. To the extent we engage subprocessors to ProcessPersonal Information, such entities shall be subject to data protection and security obligations substantially similar to those under this Data ProcessingExhibit. We are responsible for the performance of any subprocessor's obligations in compliance with the terms of this DPA and Applicable DataProtection Law as if such act or omission were performed by us. 

8.    Audit. We agree to provide a copy of our then-current audit report once per year upon request. We agree to conductSystem and Organization Controls (SOC) audits in accordance with the AmericanInstitute of Certified Public Accountants SOC 2 standards and requirements or another industry standard audit, will be conducted on an annual basis, and will be conducted by an independent third-party auditor subject to AICPA auditing standards and requirements. Additionally, we agree to permit an independentCertified Public Accountant engaged by you to audit our compliance with thisExhibit in the event you receive an inquiry regarding data protection from a state or federal regulatory body or other form of legal inquiry.  

9.    Cross-border Transfers. We will cooperate with you in complying with all Data Privacy Laws regulating the cross-border transfer of information, and the parties shall negotiate, in good faith, such additional agreements, terms and conditions as may be required by Data Privacy Laws to effectuate such transfers. 

‍10.  Definitions. 

10.1.   Personal Information Breach:  Means a breach of security leading to unauthorized access, misappropriation, loss, or damage to Personal Information Processed under the Terms.

10.2.    Personal Information: Means information identifying, relating to, describing, capable of being associated with or that could be linked, directly or indirectly, with particular persons or households and includes "personal data," "personal information," and other similar terms under Data Privacy Laws.

10.3.    Process or Processing: Means any operation or set of operations performed, whether by manual or automated means, on Personal Information or on sets of Personal Information, such as the collection, use, storage, disclosure, analysis, deletion, or modification ofPersonal Information.