1. SCOPE OF AGREEMENT
The Services (as defined below) that Able Audit. (and website “AbleAudit.com”) provides to you are subject to the following terms of use (“Agreement”). Able Audit may automatically amend this Agreement at any time by (a) posting a revised Agreement on the Able Audit Websites, and/or (b) sending information regarding the amendment to the email address you provide to Able Audit.
YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE ABLE AUDIT WEBSITES TO OBTAIN TIMELY NOTICE OF SUCH AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH AMENDMENTS BY CONTINUING TO USE THE SERVICES AFTER SUCH AMENDMENTS HAVE BEEN POSTED OR INFORMATION REGARDING SUCH AMENDMENTS HAS BEEN SENT TO YOU. Otherwise, this Agreement may not be amended except in writing signed by both you and Able Audit.
You may also have a signed written agreement which is expressly incorporated herein (“Written Agreement”), and which in conjunction with the Agreement and policies referred to herein, comprise the entire Agreement between Able Audit and you. The Written Agreement may contain different or additional terms which supersede terms in this document and may refer to earlier versions of these terms.
2. DESCRIPTION OF SERVICES
Through its network of web properties, Able Audit provides you with access to a variety of inspection, reporting and analysis services. The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to this Agreement.
3. NO RESALE OF SERVICES
Your right to use the Services is personal to you and you agree not to resell the use of the Services unless specified in a separate contract as a Reseller.
4. PRIVACY AND PROTECTION OF PERSONAL INFORMATION.
Able Audit processes personal data in accordance with our privacy policy which we may update from time to time. You are encouraged to regularly review our Privacy Policy.
You retain control over the content of the information you submit through our Services, and as such the types of personal data that are subject to processing cannot be categorized by Able Audit in these terms and conditions. It is assumed such personal data may include all categories of personal data relating to customer’s, or its customer’s own clients, customers, suppliers, employees, other personnel and/or other data subjects.
Customer may notify Able Audit of the categories of data subjects or types of personal data to be incorporated into these terms by using the contact details set out in the privacy policy.
5. STORAGE OF DATA
Able Audit shall maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer information in its possession.
Customer acknowledges that Able Audit may change its practices and limitations concerning storage of data at any time and that notification of any such changes will be posted on the Able Audit Websites. Customer further agrees that this feature is provided as a convenience to Customer only and Able Audit and its parent(s), partner(s), subsidiary(ies), and affiliate(s) (“Affiliates”) have no responsibility or liability whatsoever for the deletion, loss, disclosure of, or failure to store, any data maintained or transmitted by the Services.
6. CHARGES
You agree to pay all charges for your use of the Services according to the payment plan applicable to your Services, and in effect for your country of residence. Except as otherwise provided in your Written Agreement, Able Audit reserves the right to change prices or institute new charges for access to or use of AbleAudit.com unless you have a signed Written Agreement with Able Audit.
Charges for Services may include activation, recurring subscription, and usage fees. Your activation and recurring subscription fees are payable in advance and are COMPLETELY NON-REFUNDABLE. Usage charges are charged as and when such charges are incurred or by accumulating such charges (in the sole discretion of Able Audit in accordance with the usage rates applicable to each of the Services you use.
Each user account is allotted a total data storage of 2GB, unless your payment plan includes a specified monthly, annual or total amount of data storage. Total data allowances are cumulative based on the number of user accounts in a company and are transferable between users. In the event that you have exceeded the total allotted allowance of 2 GB per user you will be automatically charged usage fees for an additional storage of 2 GB in excess of your allowance.
For AbleAudit.com these terms apply:
If you subscribed to a User Based Subscription Plan (“Contact Plan”) the subscription fees are based on the highest number of users in your account at any time.
7. MEMBER ACCOUNT, PASSWORD, AND SECURITY
If any of the Services requires you to open an account, you must complete the sign-up process by providing us with current, complete and accurate information as prompted by the applicable registration form. You agree to notify Able Audit promptly of any changes to this information as required to keep it current, complete and accurate. You also will choose a password. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur by all users associated with your account.
You agree to notify Able Audit immediately of any unauthorized use of your account or any other breach of security. Able Audit will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Able Audit or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
8. USE OF SERVICES / TERMS / CUSTOMER RESPONSIBILITIES
Access is available by you for the length of term purchased. The term begins the first of the month AbleAudit.com access will automatically renew for the same contract term unless 30 days’ notice is provided. Either you or Able Audit may terminate agreement with 30 days notice. If this Agreement is terminated by you prior to contract conclusion date, then you shall be responsible for payment of services up to and including the end date of contract.
You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the state or province in which you reside, and that you possess the legal right and ability to enter into this Agreement. If you are registering on behalf of a corporation you warrant that you have the authority to bind the corporation. You agree to be financially responsible for your use of the Services (as well as for use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement.
You must:
- Obtain and pay for all equipment and third-party services (e.g., telephone and computer equipment) required for you to access and use the Services;
- Maintain the security of your password, PIN number and other confidential information relating to your account and;
- Be responsible for all charges resulting from use of your account, including unauthorized use prior to your notifying Able Audit of such use and taking steps to prevent its further occurrence.
Images hosted by Able Audit on Able Audit controlled servers may only be used in connection with the Services and for no other purpose whatsoever. To the extent you use images provided by Able Audit, Able Audit hereby grants to you a limited, non-exclusive, non-transferable sublicense to use the images in an unaltered state solely in connection with your use of the Services.
9. NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by this Agreement and any notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Able Audit server, or the network(s) connected to any Able Audit server, or interfere with any other party’s use and enjoyment of any Services.
You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Able Audit server or to any of the Services, through hacking, password mining or any other means. You will not use or register the name Able Audit or any other trade name or trade mark of Able Audit without express, prior permission, and you will not obstruct the identification procedures used by Able Audit in the Services.
You represent that the information submitted for transmission via the Able Audit network for the Services is for lawful purposes only and that the transmission of messages or files is not in violation of any federal, state or provincial laws including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, provincial, state, national or other law.
You may not use the Services to upload, post, reproduce or distribute, in any way, any information, software or other material protected by copyright or any other intellectual property right without first obtaining the permission of the copyright holder. You agree to comply with all applicable laws, regulations, or conventions.
You are fully responsible for the content of your transmissions through the Services and agree and acknowledge that you are the creator of all content, and that Able Audit is not the author or publisher of any content and Able Audit does not rent or sell lists of any kind.
You shall not use the Services to store:
- Any “protected health information” (as such term is used in the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191), or
- Any “protected health information” (as such in Personal Health Information Protection Act, 2004, S.O. 2004, c. 3, Sched. A) or
- Any other type of information that imposes independent obligations upon Able Audit.
Able Audit does not:
- Represent or endorse the accuracy or reliability or any opinion, advice or statement made through the Services.
- Assume any liability for any material distributed through the Services by you or others under your account which is distributed in violation of any third party’s copyright or other intellectual property right.
Able Audit further reserves the right to take any other action with respect to the Services that Able Audit deems necessary or appropriate, in its sole discretion, if Able Audit has reason to believe you or your information may create liability for Able Audit or others, compromise or disrupt the Services for you or other Customers, or cause Able Audit to lose (in whole or in part) the services of Able Audit’ ISPs or other suppliers.
You agree to indemnify and hold Able Audit(and its Affiliates and Suppliers) and its agents, business associates, resellers, licensors, and suppliers (collectively, Suppliers) harmless from any and all direct, indirect or consequential claims, losses, damages, judgments, expenses and costs (including, but not limited to, any attorney’s fees and expenses) arising out of your use of the Services, your violation of the Agreement, and the delivery of any of your messages and documents using the Services, or the infringement of any trademark or copyright by you.
10. COPYRIGHT AND TRADE MARKS
© Able Audit owns and controls all the copyright and other intellectual property rights in our websites and the material on our websites (including without limitation the text, computer code, artwork, photographs, images, music, audio material, video material and audio-visual material on this website) and all the copyright and other intellectual property rights in our websites and the material on our websites are reserved. We don’t own or control the third party checklists, inspection data, photographs, images, and material shared by other users on the sites.
You must not: (a) edit or otherwise modify any material on any of our websites; (b) unless you own or control the relevant rights in the material, republish material from our websites (including republication on another website), rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to or commercially exploit the material on our websites.
Able Audit’s logo and those of its products are trademarks of Able Audit. Unauthorised use is prohibited.
11. OWNERSHIP
All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Services are wholly owned by Able Audit.
You agree that all intellectual property of any sort in or associated with the Service, including all code, libraries, programs, software, documentation, content, databases, systems, logos and trademarks are owned directly by us. You are not authorised to use any of our intellectual property except as is expressly allowed under these Terms.
Subject to these Terms you may modify a template, report or audit workflow in the Service for the purposes of developing customizations and additional features of a template, service or audit workflow. Any such modifications constitute “Your Modifications”. You may exclusively use Your Modifications solely with respect to your own instances in support of your permitted use of the Service.
12. RESELLER
Reseller will place its orders for the Products directly with Able Audit. Reseller shall not make any representation or warranty regarding the Products to any third party other than that authorized in writing by Able Audit. All intellectual property rights, other than those expressly granted under this Agreement, that relate to the Products shall remain with Able Audit.
Able Audit shall not be liable to Reseller or any of its customers for any special indirect, consequential, incidental or exemplary damages, including, but not limited to, loss of business, loss of profit, loss or damage resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-deliveries, or service interruptions caused by Able Audit or the Products or Services, even if Able Audit has been advised of the possibility of such damages.
13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE SERVICES ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO THE SERVICES OR ANY OTHER PRODUCT, DOCUMENTATION OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. ABLE AUDIT FURTHER EXPRESSLY DISCLAIMS GUARANTEE OF CONTINUED AVAILABILITY OF THE SERVICES OR ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT INCLUDING, BUT NOT LIMITED TO, MARKETING LITERATURE OR COLLATERAL OR STATEMENTS REGARDING PERFORMANCE OF THE SERVICES BY Able Audit WHICH IS NOT CONTAINED IN THIS SECTION SHALL BE CONSIDERED TO BE A WARRANTY OR REPRESENTATION, AND SHOULD NOT BE RELIED UPON AND IS NOT BINDING UPON ABLE AUDIT.
NONE OF Able Audit OR ANY OF ITS AFFILIATES OR SUPPLIERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY DIFFICULTIES WHICH COULD LEAD TO ANY DELAY, INTERRUPTION OR MISDIRECTION OF SERVICES.
THE AGGREGATE LIABILITY OF ABLE AUDIT, ITS AFFILIATES OR SUPPLIERS, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF AN ESSENTIAL PURPOSE), TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION OR OTHERWISE IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURENCES SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNTS PAID BY CUSTOMER TO Able Audit WITH RESPECT TO THE SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT SHALL Able Audit, ITS AFFILIATES OR SUPPLIERS OR AFFILIATES OF ANY OF THEM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY PUNITIVE, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF BUSINESS, LOSS OF REVENUES OR PROFITS, LOSS OF DATA OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, WRONG DELIVERIES, SERVICE INTERRUPTIONS, PERFORMANCE OR FAILURE OF THE INTERNET OR Able Audit’ INTERNET SERVICE PROVIDER, OR DELETION OR FAILURE TO SAVE DELIVERIES), EVEN IF Able AuditHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE.
IN THE EVENT APPLICABLE LAW DOES NOT PERMIT SUCH EXCLUSIONS TO BE COMPLETELY DISCLAIMED, THESE EXCLUSIONS SHALL BE INTERPRETED AS NECESSARY TO GIVE Able AuditTHE FULL BENEFIT OF ANY DISCLAIMER OR LIMITATION AS PERMITTED BY APPLICABLE LAW.
14. TERMINATION
If you have a signed Written Agreement with Able Audit the termination provision found in the Written Agreement applies.
Able Audit reserves the right to suspend or terminate Services if Able Audit, in its sole discretion, believes that the Services are used for a purpose that is unlawful or prohibited by this Agreement or any notices.
Able Audit shall have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your account. Able Audit shall have no obligation to maintain any messages or other content in your account or forward any unread or unsent message to you or any third party.
Any termination of your account shall not relieve you from any amounts owing or any other liability accruing under this Agreement prior to the time that such termination becomes effective.
15. JURISDICTION AND GOVERNING LAW
You agree that this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario (except its choice of laws rules), and you hereby consent to the jurisdiction of such province and agree that disputes shall be tried in the city of either Toronto or Ottawa, Ontario. You expressly waive any right, and agree not to have any dispute under the Agreement tried or otherwise determined by a jury, except where required by law.
16. SURVIVAL
Any exclusion or limitation of Able Audit’ liability specified in this Agreement shall survive the expiration or termination of this Agreement for any reason.