Terms and Conditions of autire.com and autire.ai

These Terms govern

• the use of this Application, and,
• any other related Agreement or legal relationship with the Owner in a legally binding way. Capitalized words are defined in the relevant dedicated section of this document.

The User must read this document carefully.

This Application is provided by:

Autire Technologies, LLC – 16775 Addison Rd. Addison, TX 75001
Owner contact email: brian.price@autire.com

What the User should know at a glance

• The Service/this Application is only intended for Users that do not qualify as Consumers, such as Business Users.

Terms of Use for Autire Technologies, LLC

AUTIRE™ — REMOTE AUDITING SOFTWARE

ACCESS OR USE OF AUTIRE™ SOFTWARE AS A SERVICE (“SAAS”) IS SUBJECT TO YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE AUTIRE™ SAAS.

The following terms of use govern (the “Terms of Use”) access and use of the AUTIRE™ SAAS, tools, services, Data (as defined below) and materials provided therein (collectively, “Software”). You are only permitted access to the Software if you are, and only for so long as you are, an authorized user pursuant to an Master Software Agreement between Autire Technologies, LLC or one of its affiliates or businesses (collectively, “Licensor”) and an entity, organization or individual (a “Licensee”) (such agreement referred to as a “License Agreement”), and you shall be permitted access only to those Software expressly made available to you pursuant to the applicable License Agreement(s). If you are not an authorized user, you must immediately cease all use of the Software. These terms of use, together with the applicable License Agreement, constitute a legal agreement between you, the Licensee and Licensor concerning your use of the Software and are referred to in these terms as this “Terms of Use”. By accessing, browsing and/or otherwise using the Software you acknowledge that you have read, understood, and agreed to be bound by this Terms of Use, and you agree, in connection with your use of the Software (including the features and functions made available to you), to comply with all applicable laws and regulations. For purposes hereof, “you” or “your” shall include yourself, the applicable Licensee, and any entity on behalf of which you use the Software. If you do not agree to all these terms of use, you may not access, browse and/or use the Software. The material provided on the Software is protected by law, including, but not limited to, United States copyright law and international treaties. The Terms of Use applies to your access to and use of the Software and does not alter in any way the terms and conditions of any other agreement you may have with Licensor for other software, services or otherwise, unless otherwise agreed to in writing by Licensor. You acknowledge and agree that the applicable License Agreement may also contain additional terms and restrictions and that you are subject to, and will comply with, such terms and restrictions. If the terms of this Terms of Use conflict with an applicable License Agreement, the terms of this Terms of Use will govern and take precedence. Any breach of this Terms of Use by you shall constitute a breach of the applicable License Agreement(s).

AUTHORIZED USE AND RESTRICTIONS

Authorized Use.

The Software are licensed to you and your use is restricted as set forth herein and is also subject to the Master Software Agreement between the Licensor and Licensee. The Software and the materials therein may only be used for facilitating the professional services the Licensee provides to its clients (collectively, the “Authorized Use”). The Authorized Use excludes the following: (i) reverse engineering, decompiling, or modification of the Software, in whole or in part; and (ii) uploading, downloading, copying, or redistributing the Software, materials or documentation in their entirety or lengthy sequence, including, but not limited to, creating an archive of Software materials.

Copyright

All Software materials, including, without limitation, text, pictures, graphics, Data and other files and the selection and arrangement thereof are copyrighted materials of Licensor or its licensors, all rights reserved. Licensor makes no claim to any underlying original U.S. government works. Except for the Authorized Use or as expressly permitted as described in “Permissions” below, you may not copy, modify, or distribute any of the Software materials. Any unauthorized use of any material contained on the Software may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

Permissions

You may (i) make printouts of and distribute materials from the Software to the extent permitted under the “fair use” provisions of the Copyright Act of 1976 (17 U.S.C. Sec. 107), (ii) download, store and distribute (including by emailing through the functionality of the Software) insubstantial amounts of select materials from the Software (in machine-readable form), so long as such downloading, storing, and distributing is consistent with the Authorized Use. You shall comply with all applicable conventions regarding copyright and source of material attribution. If you wish to use the materials from the Software in any manner not expressly permitted by this Terms of Use, you may request written permission from Licensor by giving to Licensor a written description of the intended use and such other information as Licensor may request. Only an authorized representative of Licensor may grant such permission. The granting of such a request may entail payment of an additional fees.

Trademarks

The trademarks, service marks, trade names, and logos, including, but not limited to, page headers, custom graphics, button icons, and scripts (collectively, the “Trademarks”) used and displayed on the Software are registered and unregistered trademarks, service marks and/or trade dress of Licensor or its licensors, and you many not copy, imitate or use the Trademarks, in whole or in part, for any purpose. No license or other right to use any Trademark used or displayed on the Software is granted to you.

Username and Password; IP Automatic Access

You agree not to give or make available your username or password, or IP automatic access or other means to access your account, to any other individual. You remain responsible for all access to the Software via your username and password, even if not authorized by you. If you believe that your password or other means to access your account has been lost or stolen or that an unauthorized person has or may attempt to use the Software, you must immediately notify applicable customer support for the specific Software being used.

Limited Access

Any access to, or attempt to access, for any reason areas of any computer system or other information thereon (except for the limited portions of the Software that you have expressly been provided access to pursuant to a License Agreement) is strictly prohibited. You agree that you will not use any device, software, or routine to interfere or attempt to interfere with the proper working of any Software. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on any infrastructure supporting this Software.

Data Related to the Software

Use of the Application and Services by any and all Users is subject to Autire’s application Privacy Policy which is currently posted at: https://www.iubenda.com/privacy-policy/30234749/legal, and as updated by Autire from time to time (the “Privacy Policy”) and these Terms. In the event of a conflict between these Terms and the Privacy Policy, the provisions of the Privacy Policy shall control. While using the Software, you will enter or provide us with information, text, and other information and data concerning your usage of the Software (collectively, “Data”). To the extent that such Data is obtained or stored by Licensor in a form that enables Licensor to identify it as attributable to you or any of the Licensee’s clients, Licensor will: (x) keep the Data confidential using the same standard of care as its uses to protect its own confidential information but in no event less than reasonable care; and (y) limit access to the Data to its resources who have a need to know such information in connection with fulfilling their responsibilities to Licensor and Licensor will be responsible for any non-compliance committed by such resources. Licensor may use the Data to (i) perform under and manage and make decisions about this Terms of Use and any matters (such as making the Software available to Licensee’s users, customer support, invoicing and fee arrangements) arising in connection with this Terms of Use; (ii) communicate with you and your users that work for you in relation to matters arising under or in connection with this Terms of Use, (iii) comply with regulatory and legal obligations to which Licensor is subject, (iv) establish, exercise, and defend legal rights and claims, (v) manage customer relationships, (vi) manage risk, perform quality reviews, and manage security and operations, (vii) record, monitor, assess and analyze the use of the Software and improve the content and the functionality of the Software, (vii) compile statistical and other information related to the performance, operation and use of the Software, including for the purposes of sending reports to you or Licensee’s organization, and (viii) internal financial accounting, information technology and other administrative support services. To the extent that Licensor makes any Data publicly available, it will only do so on an aggregated basis from which it will not be possible to identify you as the source of such Data.

Term and Termination

The Terms of Use are effective at all times that you have access to the Software. The term of your access is governed by the applicable License Agreement. If the term of your access has expired, then you shall discontinue your use of the Software. Your access to the Software, as well as the applicable License Agreement, will terminate automatically without any prior notice from Licensor if you violate the “Authorized Use and Restrictions” section of this Terms of Use. Your access to the Software, as well as the applicable License Agreement, may be terminated by Licensor upon prior written notice if you fail to materially comply with any other provision of this Terms of Use or such License Agreement and fail to remedy such failure within thirty (30) of the date of such written notice. Upon termination, you will no longer be permitted access to any Software and your access mechanisms will be deactivated. Termination will not affect Licensor’s entitlement to any sums due related to the Software, and you will not be entitled to any refund of any portion of the fees paid.

Replacement of Platform and changes to Terms of Use

Notwithstanding anything in this Terms of Use or the applicable License Agreement to the contrary, Licensor may, at any time, (i) replace the electronic platform on which the Software are made available, and (ii) revise this Terms of Use and the terms of use contained herein. Licensor may revise this Terms of Use from time to time without notice by updating these terms and publishing them at this site. By using the Software, you agree to be bound by any such revisions, effective as of the next succeeding renewal of a License Agreement to which Licensee is bound.

USER RESPONSIBILITY; PROFESSIONAL ADVICE

YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ONLINE SERVICES TO ACHIEVE YOUR INTENDED RESULTS. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF THE USE OR APPLICATION OF THE ONLINE SERVICES OR ANY CONTENT RETRIEVED THEREFROM, FOR THE CONTENT, ACCURACY, AND REVIEW OF SUCH RESULTS. Licensor AND ITS LICENSORS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL ADVICE OR SERVICES. IF LEGAL, ACCOUNTING, TAX OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT.

Indemnification

Except to the extent prohibited by applicable law, you agree to defend, indemnify and hold harmless Licensor, its licensors, and any of their respective officers, directors, employees, subcontractors, agents, successors, assigns, affiliates or subsidiaries, from and against any and all claims, causes of action, lawsuits, proceedings, losses, damages, costs and expenses (including reasonable legal and accounting fees) arising or resulting from your gross negligence of (i) your performance of services for your clients, (ii) your unauthorized use of the Software, or (iii) your input, upload or posting of any Data or content to any Software. Licensor reserves the right, at its discretion, to assume or participate in the investigation, settlement and defense of any action or claim to which it is entitled to indemnification. No claim shall be settled without Licensor’s prior written consent unless such settlement includes a complete release of Licensor from all liability and does not contain or contemplate any payment by, or injunctive or other equitable relief binding upon, Licensor.

WARRANTY DISCLAIMER

EXCEPT AS NOTED IN THE MASTER SOFTWARE AS A SERVICE AGREEMENT, THE ONLINE SERVICES, INCLUDING ALL CONTENT, APPLICATIONS, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION, IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE ONLINE SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OF COMPUTER PROGRAMS, DATA ACCURACY, SYSTEM INTEGRATION, AND INFORMATIONAL CONTENT. LICENSOR AND ITS LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THE ONLINE SERVICES, THE USE, VALIDITY, ACCURACY OR RELIABILITY OF, OR THE RESULTS OF THE USE OF. THE ONLINE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET; YOU ACKNOWLEDGE THAT LICENSOR AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET.

LIMITATION OF LIABILITY

IN NO EVENT WILL LICENSOR AND ITS LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES OR SUBSIDIARIES (COLLECTIVELY, THE “COVERED PARTIES”), BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, DAMAGES RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION ARISING OUT OF RELATING TO THE USE OR INABILITY TO USE THE ONLINE SERVICES, ANY WEBSITES LINKED TO THE ONLINE SERVICES, THE MATERIALS, SOFTWARE OR OTHER INFORMATION CONTAINED IN ANY OR ALL SUCH ONLINE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. WHILE YOUR USE OF THE ONLINE SERVICES IS AT YOUR OWN RISK, IF ANY COVERED PARTY SHOULD HAVE ANY LIABILITY FOR ANY LOSS, HARM OR DAMAGE ARISING OUT OF OR RELATING TO THIS TERMS OF USE, THE APPLICABLE LICENSE AGREEMENT OR YOUR USE OF THE ONLINE SERVICES, THE TOTAL AGGREGATE LIABILITY OF THE COVERED PARTIES FOR ANY AND ALL CLAIMS, EXCEPT CLAIMS FOR LOSS OF DATA, SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO LICENSOR BY YOU OR THE APPLICABLE LICENSEE PURSUANT TO THE APPLICABLE LICENSE AGREEMENT FOR SUCH ONLINE SERVICES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION, LICENSOR AND ITS LICENSORS WOULD NOT PROVIDE THE ONLINE SERVICE OR THE MATERIALS ACCESSIBLE HEREIN.

Miscellaneous

If any provision(s) of this Terms of Use is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Licensor’s failure to exercise or enforce any right or provision of this Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Licensor in writing. The provisions of this Terms of Use shall operate for the benefit of, and may be enforced by, any person that has licensed to Licensor any of the materials in the Software. This Terms of Use may be assigned in whole or in part by Licensor at any time. This Terms of Use may not be assigned in any manner by you without the express, prior written permission of Licensor. Performance of Licensor hereunder is subject to interruption and delay due to causes beyond its reasonable control such as acts of God, acts of any government, war or other hostilities, the elements, fire, explosion, power failure, acts or omissions of carriers, transmitters, or providers of telecommunications or Internet services, industrial or labor dispute, inability to obtain supplies and the like, or breakdown of equipment or any other causes beyond Licensor’s control. This Terms of Use, and any disputes arising out of or related to, is governed by, and shall be governed by and enforced in accordance with the laws of the State of Texas, without regard to any law or statutory provision which would require or permit the application of another jurisdiction’s substantive law. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the United States Federal and Texas State courts located in the Northern District of Texas (the “Texas Courts”) for any litigation or dispute arising out of or relating to this Terms of Use, (ii) agree not to commence any litigation arising out of or relating to this Terms of Use except in the Texas Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree the Texas Courts represent the exclusive jurisdiction for all disputes relating to this Terms of Use.

EACH PARTY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS TERMS OF USE AND THE TRANSACTIONS IT CONTEMPLATES.