GREENFENCE TERMS OF USE

UPDATED January 16, 2018

Thank you for visiting and considering using Greenfence (our “ Site ”). Greenfence may have and be identified by a variety of domain names and universal resource locator addresses (“URL”). Greenfence provides users with the opportunity to access and use our Site. In some cases, users will have access to more or less of the Site based on the type of relationship a user has with the Site and other users. The Site is available on the World Wide Web and on certain mobile operating systems. Our Site also allows you to post a personal profile, business profile and sell products and services to users. Buyers are referred to as a “ Buyer ” and sellers as a “ Seller ”. The Site and activities that it enables you to participate in, including without limitation the sale of products and services, are referred to as our “Services”.

When you come across the words: “we,” “us” and “our”, they all mean Greenfence.

By using our Site and Services, you are agreeing to the terms, conditions and covenants written in this document (“Terms of Use”). When you sign up to the Site, you are acknowledging that you have read, affirmed and agreed to the Terms of Use. So please read the below carefully before you sign up.

GREENFENCE SYSTEM, NON-DISCLOSURE, SITE, SERVICES, USER CONFORMANCE WITH POLICIES AND LAW

  1. The Site is owned exclusively by Greenfence and is accessible for persons and businesses by invitation only. The Site is private. To become a registered user, a person and/or business must first acknowledge and agree to the Terms of Use.

  2. If you are on the Site but have not been invited and have not acknowledged and agreed to the Terms of Use, you are effectively hacking into the Site and will be subject to prosecution to the full extent possible under the law.

  3. If you are on the Site by way of accepting an invitation and have acknowledged and agreed to the Terms of Use, but are acting in contravention of the Terms of Use, you are effectively hacking the Site and will be subject to prosecution to the fullest extent possible under the law.

  4. As a User, you affirm and agree that you will solely use the Site for the express purpose of managing your non-technology related business activities related to food, household goods, health care and/or pharmaceuticals with suppliers, service providers and customers (“Purpose of Use”).

  5. As a User, you affirm and agree that what you learn about the site (in any way or about any thing whatsoever) you will not use outside the Terms of Use and Purpose of Use in any way whatsoever, including without limitation, to create, develop, iterate, copy, or improve any new or existing technology and/or business that may be viewed as a similar or competitive technology and/or business to Greenfence.

  6. You affirm and agree that you will not use or disclose any information about the Site to anyone except Users that are on a need to know basis to perform their specific Purpose of Use within the Terms of Use, including, without limitation and as it relates to or arises from, directly or indirectly, the Site’s architecture, engineering, algorithms, user interface, user experience, functionality, tools, application interfaces and mobile applications (“Confidential Information”). Without limiting the generality of the foregoing, Confidential Information shall include any and all applications, tools, modules, including without limitation, how they are used in a commercial, economic and transactional environment, with commerce, e-commerce and/or m-commerce interfaces, and the Greenfence revenue model(s), business model(s), auditing model(s), and compliance model(s). You affirm and agree that in addition to the Confidential Information being confidential to Greenfence, that it is also Greenfence intellectual property, which is owned solely and exclusively by Greenfence (collectively “Greenfence Intellectual Property”). You affirm and agree that any use of the Confidential Information and Greenfence Intellectual Property, in any way or form whatsoever outside the Terms of Use and the Purpose of Use is strictly prohibited. You also affirm and agree that that you will not use Confidential Information and Greenfence Intellectual Property for your own benefit or that of any third party and shall maintain Confidential Information and Greenfence Intellectual Property in strict confidence using the same degree of care to protect the information from unauthorized use, access or disclosure that it uses to protect its own confidential information of a similar nature, but not less than reasonable care. You affirm and agree to perform the Terms of Use and Purpose of Use in good faith and not to solicit or otherwise counsel, discuss, advise or encourage your parent companies, affiliates, associates, joint ventures, partnerships, divisions, subsidiaries, personnel, agents, representatives, employees, individual independent contractors or any third party (collectively “Related Parties”) to utilize any Confidential Information and Greenfence Intellectual Property to circumvent the obligations hereunder. You affirm and agree to promptly notify Greenfence of any divulgence or misappropriation of Confidential Information and Greenfence Intellectual Property by you or Related Parties.

  7. In the event of a breach or threatened breach of any provision of these Terms of Use, you, Related Parties and/or any other third party that have gained access to the Site directly or indirectly as a result of your action or inaction, Greenfence will have no adequate remedy at law and the damages to be suffered by Greenfence will not be fully compensable and that money damages alone would not be an adequate remedy for the breach of any provision contained in the Terms of Use, including without limitation, as it relates to or arises from, directly or indirectly, the Purpose of Use, Confidential Information and Greenfence Intellectual Property. Accordingly, without prejudice to any other available legal or equitable remedies it may have, Greenfence shall be entitled to seek an injunction or equitable relief (including without limitation injunctive or performance relief) concerning any such breach or threatened breach of any provision contained in the Terms of Use, without any requirement to post bond as a condition of such relief.

  1. Greenfence is not involved in the actual administration, conduct of business, or transaction between any party, or among multiple parties, including Users, Buyers and Sellers.

  2. Our Services are very diverse, so sometimes additional terms (including age requirements) or product requirements may apply. Additional terms may be available with certain Services, and those additional terms become part of the Terms of Use if you choose to use the Site or those Services.

  3. The Site and Services are limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Site and Services. If applicable to you and where required, you must provide your real name, address, phone number, e-mail address, and valid banking and credit card information.

  4. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country and State/Province/Municipality in which your business is registered and that you are registering for the Site and Services within such country; (b) you have all requisite right, power and authority to enter into any agreement and agreements with us and any third parties including Buyers and Sellers and perform your obligations hereunder and thereunder any third party agreement; and (c) any information provided or made available by you or your affiliates to Greenfence or its affiliates or Related Parties is at all times accurate, complete and in good standing.

  5. Please don’t misuse our Site and Services. For example, don’t interfere with, or allow any Related Party to interfere with, our Site, Services or Terms of Use or try to access them using a method other than the interface and the instructions that we provide. You may use our Site and Services only as permitted by law, including applicable export and re-export control, and data laws and regulations. We may suspend or stop providing to you access to our Site and Services if you become a suspect to an investigation involving misconduct.

  6. Using our Site and Services does not give you ownership of any intellectual property Confidential Information or Greenfence Intellectual Property rights within our Site, Services or content that you have access to. You may not use any content from our Site or Services unless you are the owner, obtain permission from the actual owner or are otherwise permitted to by law. You do not have the right to use any branding or logos used on our Site and Services, unless you are the owner, obtain permission from its actual owner, or are otherwise permitted to by law. Don’t remove, obscure, or alter any information, including legal notices displayed in or along with our Site and Services.

  7. Our Site and Services display content, some of which is not Greenfence’s. Greenfence and non-Greenfence content can only be displayed, copied, shared, distributed or broadcast by or with permission of Greenfence or by its owner. The individual or entity that posts or makes available, or displays, copies, shares, distributes or broadcasts non-Greenfence content on our Site takes full responsibility for such content and any related activities and outcomes. If we reasonably believe use of any content, or the content itself violates our policies or any law, we will contact the owner or the responsible party and require that such content be removed.

  8. Some of our Site and Services are available on mobile devices. Do not use any such portion of our Site and Services in a way that distracts you and prevents you from obeying traffic, safety or other policies and laws.

  9. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use invalid or unauthorized bank information, credit or credit cards. You may not impersonate any person or business or use another person’s password(s). Such fraudulent conduct is a violation of various laws and, in the U.S., federal and state laws. Fraudulent conduct may be reported to law enforcement, and Greenfence will cooperate law enforcement to the extent that it can, subject to legal contracts and the law.

  10. Greenfence has the right, but not the obligation, to investigate and monitor any suspicious activity and content associated with its Site and Services, as we deem appropriate. Greenfence also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any content, materials, products and services on the Site. Greenfence reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.

PRIVACY AND COPYRIGHT PROTECTION

  1. Greenfence’s policies are to treat privacy of information and data consistent with all current and future national and international privacy, data and intellectual property laws, which policies may be adjusted from time to time with notice.s

  2. By using our Site and Services, you agree that Greenfence can exercise its discretion and take any reasonable action to defend and enforce current and future privacy, data and intellectual property laws.

  3. We respond immediately to notices of alleged infringement and will terminate accounts of single or repeat infringers consistent with best commercial recognized practices and the law. If you think somebody is violating your privacy, data or intellectual property and want to notify us, please contact your Greenfence representative or send a notice through email to info@greenfence.com.

  4. Some of our Services allow you to upload, submit, store, send or receive data and content. In short, with our Services, what belongs to you stays yours and it is your responsibility to protect it.

  5. You must have ownership rights, license rights or use rights (from owners of data and content) in order to deliver, store and manage it on our Site, using our Services. When you upload, submit, store, send or receive content to or through our Site or Services, you give Greenfence (and those we work with) a worldwide license to host, store, and implement activities and changes necessary to optimize and enable your usability, functionality and capability. This license will be also used to activate your content. For example, by you uploading, submitting, storing, sending or receiving data and content to or through our Site or Services, you are in effect granting permission to us to perform such activities on your behalf, or, your invitees, users, Related Parties and connections. The rights you grant to us in this license are also used for the limited purpose of operating, improving and optimizing awareness, intuitiveness and usage of the Site and Services. This license continues even if you stop using our Site and Services. For example, if you shared your data and content with one or more of your Related Parties or other users (and they continue to use the Site), they may continue to hold and use that data and content as you originally permitted them to do.

  6. Our Site has automated systems that analyze data and content. Our Site tracks incoming and outgoing data and content (including messaging) to provide you the capability to configure and use analytics, alerts, notifications and other KPIs and metrics. These features are designed to help you better secure and manage how your data and content are being used.

  7. You have full control of your data and content. In certain instances, you may be able to elect to have certain data and content public (visible) or private (invisible).

  8. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without notice or obligation to you.

ABOUT SOFTWARE IN OUR SITE AND SERVICES

  1. When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings.

  2. Greenfence gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Site as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Site and Services as provided by Greenfence, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Site or Services or included software (without our express prior written consent), nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

  3. Open source software is important to us. Some software used in our Services may include open source software.

CREATING AND MAINTAINING YOUR ACCOUNT AND PASSWORD

  1. You are required to register and create a Greenfence account in order to use our Site and Services. You will be required to create a personal profile. This Profile is yours to manage and use. Another User or an administrator of another User, such as an employer, customer, supplier, government agency or educational institution may invite you to register on Greenfence and then invite you to connect with them. If you have been invited to connect with another User, and you do, please note that they may terminate your connection to them, at any time.

  2. To protect your Greenfence Account, keep your password confidential. You are responsible for the activity that happens on or through your Greenfence profile. Try not to reuse your Greenfence Account password on third-party applications. If you learn of any unauthorized use of your password or Greenfence Account contact your Greenfence representative or info@greenfence.com.

BUYERS, SELLERS, TRANSACTIONS AND REFERRAL FEES

  1. You agree to abide by any current and future Site and Services transaction procedures and guidelines. For each product and service that you list on the Site, you will provide to us the state or country from which the product and services emanates or ships from, and where it is provided to the buyer.

  2. As a Seller, you may list any product or service on the Site unless it is prohibited by Greenfence or by law. Without limitation, you may not list any product and services or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the Seller to accurately describe the product and services for sale and the Buyer to conduct reasonable due-diligence to verify the authenticity and accuracy of Seller’s offering. As a registered user, Seller or Buyer, you use the Site and the Services at your own risk.

  3. By using the Site and Services, you authorize Greenfence to process payments, refunds and adjustments for Your Transactions (as defined below). This includes receiving and holding Sales Proceeds (as defined below) on your behalf, remitting Sales Proceeds to your bank account, charging your credit card, and paying Greenfence and its affiliates amounts you owe (as an example “fees” in connection with each transaction) in accordance with this Greenfence Terms of Use, or other agreements you may have with Greenfence or its affiliates (collectively, the “Transaction Processing Service“). “Sales Proceeds” means the gross proceeds from any of Your Transactions, but excluding any taxes. “Your Transaction” means any sale of your product and services through the Site. Notwithstanding anything to the contrary herein, Greenfence may at its discretion perform the Transaction Processing Services described herein.

  4. The Transaction Processing Service facilitates the purchase of Seller product and services listed on the Site. Sales Proceeds are settled within the time frame established between the Buyer and Seller (which may adjust without notice from time to time) and transferred or electronically wired to the Seller’s bank account (“Seller’s Account“). In the event of a dispute, Seller will resolve such dispute directly with Buyer, not through the Transaction Processing Service.

  5. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes us to verify his or her information (including any updated information). Sales Proceeds can be credited only to bank accounts in the United States or any other country shown as supported by our standard functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice).

  6. If we or our affiliates reasonably conclude based on information available to us or our affiliates that Seller’s actions and/or performance in connection with the Services may result in Buyer disputes, chargebacks or other claims, then we may, in our sole discretion, suspend or deactivate your account. We will not be liable to Buyer or Seller if we act in accordance with the provisions of this Section. We may refuse service to anyone for any reason. Buyer and Seller will bear the risk of fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) and all other risk of fraud or loss when using the Site and Services.

  7. You agree that it is the Seller’s responsibility to determine whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority, and that Greenfence is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. “Seller Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

  8. All fees due Greenfence are to be remitted in U.S. dollars unless stated otherwise and are incorporated herein by reference. Fee policies in effect on the date of sale of the product and service will govern the transaction. You should check fee policies each time you participate. All fees are payable upon demand by a globally recognized credit card, including but not limited to, Visa, MasterCard, American Express, Discover, JCB, or Diners Club credit card or verified bank account authorized by you.

  9. Greenfence deducts the greater of the applicable Greenfence referral fee percentage or applicable per-product or per-service minimum referral fee calculated on the product or service price, and in each case excluding any taxes collected. Sellers pay a referral fee on each product and service the sell through Greenfence. Sellers shall pay the referral fee percentage listed on the rate card published annually by Greenfence, which is subject to change with notice. The governing referral fee is the greater of the applicable fee listed on the Greenfence rate card or twenty percent (20%) of the Sales Proceeds. The referral fee is always paid by the Seller. Greenfence also institutes a minimum referral fee on Your Transaction, which is Five Dollars (USD $5.00) whether or not there are any Sales Proceeds. Greenfence may waive the referral fee subject to its express prior written consent, determined in its sole discretion.

DISCLAIMERS, INDEMNIFICATION, RELEASE OF LIABILITY

  1. Unless provided otherwise under a separate written agreement, the Site and the Services are provided on an “as is” basis. Greenfence does not make any other representations or warranties of any kind, express or implied, including without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; that the Site or the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; that the information, content, materials, or products included on the Site will be as represented by its owners, publishers, and sellers; is lawful; can be shared or sold; Sellers or Buyers will perform as they each promised; and/or any implied warranty arising from course of dealing or usage of trade; and any obligation, liability, right, claim, or remedy in tort, whether or not arising from the negligence of Greenfence. To the full extent permissible under applicable law, Greenfence disclaims any and all such warranties.

  2. Because Greenfence is not a party to and not involved in transactions between/among User dealings (including dealing between/among publishers, collaborators, service providers, Buyers and Sellers, Related Parties or other participant), if a dispute arises between one or more Users, each party releases Greenfence and its affiliates and their respective employees, directors, agents and representatives from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected, with such disputes. The foregoing release extends to all claims, whether or not claimed or suspected, and constitute a waiver of each and all the provisions of the California Civil Code, Section 1542 or similar law under any other jurisdiction (to the extent it would be applicable), which reads as follows:

    “A general release does not extend to claims, which the creditor does not know or suspect to exist in his/her/its favor at the time of executing the release, which if known by him/her/it must have materially affected his/hers/its settlement with the debtor. Releasors have read and understood the foregoing and indicate that fact by using the site and the services. Releasors, and each of them, understand and acknowledge that the significance and consequence of this waiver of California Civil Code, section 1542, is that even if they should eventually suffer additional damages arising out of the facts referred to above, they will not be able to make any claim for those damages. Furthermore, releasors, and each of them, acknowledge that they will not be able to make any claim for damages even as to claims for damages that may exist as of the date of this release but which they do not know exist, and which, if known, would materially affect their decisions to execute this agreement, regardless of whether their lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause. Releasors covenant and agree that they will forever refrain and forebear from bringing, commencing or prosecuting any and all actions, lawsuits, claims or proceedings with respect to any matter that has been released herein. Further, it is expressly understood and agreed by releasors, that the facts with respect to which this agreement is given may hereinafter turn out to be other than or different from the facts in that connection now known or believed by said party to be true, and said party expressly assumes a risk of the facts turning out to be so different, and agrees that this agreement will be in all respects effective and not subject to termination or rescission by reason of any difference in the facts.”

  1. You will defend, indemnify and hold harmless Greenfence, and each of their affiliates and their respective employees, directors, agents and representatives from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Greenfence Terms of Use; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For the purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

  2. Greenfence will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with the use of the Site and Services or any agreement entered into as a result of such use including without limitation the Transaction Processing Service, the inability to use the Site or Services or the Transaction Processing Service, or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the Site or Services.

  3. Because Greenfence is not the agent of any User, Greenfence will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction, activity, relationship, and communication or otherwise. Greenfence urges all parties to cooperate with each other to resolve such disputes.

MODIFYING AND TERMINATING OUR SERVICES

  1. We are constantly changing and improving our Site and Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

  2. Unless you and Greenfence have entered into a contract where you or Greenfence are obligated to maintain an account for a certain time period, you or Greenfence can stop using (and we can stop providing) our Services at any time, although we’ll be sorry to see you go.

  3. We believe that you own your data and preserving your access to such data is important. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of that Service.

PERSONAL INFORMATION

  1. When you use our Site and Services, you trust us not to use your information unless it is to enable your activity on the Site and for the Services. Please be advised that we do not sell your personal or business information. Only you can control the types of information that the Site and Services collect and use. The main types of data we collect, store and enable on your behalf and for your use are based on the actions you take using our Site and Services, like your basic account details and the things you create.

  2. When you use our Services, for example, to execute a search on Greenfence, or use our mapping to map your business, we collect information based on the things you do, so we can make the Site and Services work better for you. When you sign up for a Greenfence account, we keep the basic account information you give us, like your name, email, and mobile number (if you provided it) and we store it in our database. For more information on our Global Privacy Policy visit
    https://www.greenfence.com/privacy-policy/

ABOUT THESE TERMS

  1. We may modify these Terms of Use or any additional terms, for example, to reflect changes to the law or changes to our Site and Services. You should look at such terms regularly. We’ll send notice of modifications to the Terms of Use. We’ll also send notice of modified additional terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms, you should discontinue your use of the Site and Service.

  2. If there is a conflict between these Terms of Use and the modified or additional terms, the modified and additional terms will control for that conflict.

  3. The Terms of Use and any modified and additional terms govern the relationship between you and Greenfence. They do not create any third-party beneficiary rights.

  4. If you do not comply with such terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).

  5. If it turns out that a particular term is not enforceable, this will not affect any other terms.

  6. The laws of California, U.S.A., excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Site and Services. All claims arising out of or relating to these terms or the Site and Services will be litigated exclusively in the federal or state courts of Los Angeles County, California, USA, and you and Greenfence consent to personal jurisdiction in those courts.

GENERAL PROVISIONS

  1. The Greenfence Terms of Use, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site and Services, including but not limited to the privacy notices and conditions of use, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof. Nothing in this document will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed or mentioned in or implied from this document is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this document. This Greenfence Terms of Use and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Greenfence and you. If any provision of this Greenfence Terms of Use will be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. Greenfence will not be considered to have waived any of its rights or remedies described in this Greenfence Terms of Use unless the waiver is in writing and signed by the relevant authorized party. No delay or omission by Greenfence in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Greenfence’s failure to enforce the strict performance of any provision of this Greenfence Terms of Use will not constitute a waiver of either party’s right to subsequently enforce such provision or any other provisions of this Greenfence Terms of Use.

THE FOLLOWING TERMS APPLY ONLY TO CUSTOMERS, SERVICE PROVIDERS, SUPPLIERS OR OTHER INDIVIDUALS AND ORGANIZATIONS THAT ARE ASSOCIATED WITH, OR SUBSCRIBE TO, AUDITONE.

AUDITONE TERMS OF USE

THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) APPLY TO AND ARE EFFECTIVE IMMEDIATELY FOR ORGANIZATIONS, CUSTOMERS, SERVICE PROVIDERS (INCLUDING CERTIFICATION BODIES, STANDARDS OWNERS AND ACCREDITATION BODIES), SUPPLIERS AND OTHER ENTITIES AND INDIVIDUALS THAT HAVE REGISTERED ON THE SITE (ALL THE FOREGOING REFERRED TO AS “USERS”) AND THAT ARE ASSOCIATED WITH, OR SUBSCRIBE TO PROGRAMS OR SYSTEMS RELATED TO RJS Legacy, dba AuditOneTM, A DELAWARE LLC, HEADQUARTERED IN DENVER, COLORADO (“AUDITONE”).

WHEN WE REFER TO THE “SITE” WE MEAN ALL AUDITONE ONLINE AND MOBILE SITES AND APPLICATIONS, INCLUDING THOSE HOSTED AND POWERED BY “GREENFENCE” (COLLECTIVELY THE “SITE”).

BY ACCESSING THE SITE OR SERVICES YOU AGREE TO BECOME BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THEM, PLEASE DO NOT ACCESS, DOWNLOAD, USE OR REGISTER ON THE SITE.

THESE TERMS MAY BE DUPLICATIVE OR IN CONFLICT WITH THE GREENFENCE TERMS OF USE. IN THE EVENT THERE IS A CONFLICT BETWEEN THEM, AND YOU ARE AN AUDITONE USER, THESE AUDITONE TERMS WILL PREVAIL.

Who “We” are and how “We” refer to “Users”
“We,” “Us,” and “Our” refers to AUDITONE.
“You” “You” and “Your” refer to “You”, as a User of the Site.
A “User” is an individual registered on the Site and has agreed to these Terms.
A “User” may be acting for themselves (as an individual) or for a company or both.
If You do not already know, AUDITONE operates exclusively on the “Site” which is managed by “greenfence” (collectively “AUDITONE”). All Users will need to register on the Site to access and use the Services.
AUDITONE is engaged in the business of:

We will be sending You messages
From time to time You will receive messages and notifications from both AUDITONE and “greenfence”. These are not advertisements or promotions, but may contain important information for You and Your organization. You agree to that You will respond to these messages and notifications on a reasonable, good faith and timely basis.

Content
“Content” or “content” (small caps) means text, images, photos, audio, video, location data, and all other forms of data, information, communication and activities.
“Your Content” or “Your content” (small caps) means Content that You own or have the express right to use (by its owner). For example, You may submit or transmit to, through, or in connection with the Site, such as profiles, postings, ratings, reviews, compliments, invitations, check-ins, messages, and any information that You publicly display or displayed in Your account profile.
“User Content” or “User content” means Content that Users submit or transmit to, through, or in connection with the Site.
“AUDITONE Content” means Content that We create and make available in connection with the Site.
“Third Party Content” means Content that originates from parties other than You, AUDITONE or its Users, which is made available in connection with the Site.
“Site Content” means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and AUDITONE Content.

Modifications to these Terms
Modifications, for example, may include and address new legal issues, Site functionality, and or Services. It is important that We maintain and update these Terms as the need arises for all Users, to reflect Our efforts to, for example, continuously improve the security, integrity, service and overall Site experience for all Users. Therefore, AUDITONE reserves all rights needed to modify these Terms at anytime and from time to time and if so, a notice will be sent to Your message center describing the change. Should You disagree with this or any other section, please discontinue use of the Site and Services immediately.

Translation
We may translate these Terms into other languages for Your convenience. Nevertheless, the English version governs these Terms, and any inconsistencies among the different versions will be resolved in favor of the English version.

Permission to Use the Site
AUDITONE grants You and Your invitees the right to use the Site and Services subject these Terms, on an as is, will be (as modified) basis, and at Your own risk.

Site Availability
In the normal course of operating and maintaining the Site and Services, it is possible that the Site and Services (including Your account) may be, at times, modified, updated, interrupted, suspended or discontinued without notice. It is important that We maintain and update the Site and Services as the need arises for all Users, to reflect Our efforts to continuously improve the security, and integrity of Our Site and Services. Therefore, AUDITONE reserves all rights needed to modify, update, suspend or discontinue components of the Site, in part or entirely, at any time and from time to time, in Our sole discretion.

User Accounts
You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Site and Services. As a condition of Your use of the Site, You, to the best of Your knowledge, agree to (a) provide AUDITONE with true, accurate, current and complete information as prompted by the AUDITONE’s registration forms, when registering for or using the Site and (b) update and maintain the truthfulness, accuracy and completeness of such information. You are responsible for:

Responsibility for Your Content and Content in General
You may not imply that Your Content or any Content that You upload, publish and share is in any way sponsored or endorsed by AUDITONE.
You can upload and permit other Users on Your behalf to upload Your content to the Site.
You can share and permit other Users on Your behalf to share Your content with other Users on the Site.
You represent that You own Your Content and or have the necessary permissions to use and authorize the use of User Content or third-party Content that You upload, publish and share.
Your Content is accurate, honest, truthful, and complete in all respects.
Your Content is not infringing, harassing, libelous, abusive, threatening, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise violate any relevant law or right of any other party.
Your Content does not reflect the views of AUDITONE, its officers, managers, owners, employees, agents, designees or other Users.
You have the power and the authority to bind the company, entity or organization on whose behalf You are entering into these Terms.
You alone are responsible for Your Content. For example, once You publish Your content to another and or User third party (no different from sending an email, text message or posting an article or document) You may not be able to undo or delete such publication completely without the assistance of each User that You and or other Users (with Your permission) published it to.
You assume all risks associated with Your Content. For example, if You send anyone Your Content, they may rely on its quality, accuracy, completeness, and or reliability and hold You responsible legally, no different than in Your day-to-day life and or business. So please do not publish corrupt content or content You don’t own or have permission to use. For example, You may be held liable to other Users if Your Content:

Use of Content in General, Transactions, Disclaimers
You are solely responsible for Your Content that You upload to the Site. You agree to bear all risks associated with Your use of any Site Content. AUDITONE does not certify the accuracy, integrity, quality, completeness, appropriateness or legitimacy of any Content transmitted to or delivered through the Site. All Content is the sole responsibility of the User from whom such Content originated.
AUDITONE has right, but is not obligated, to review Content, investigate suspicious activity and, in its sole judgment and discretion, take action to mitigate such activity, including, but not limited to, removing any content that AUDITONE believes to violate these Terms, with notice to all involved Users.
You acknowledge and agree that under no circumstances will AUDITONE be liable in any manner whatsoever for the use of Content related to or arising from, directly or indirectly, the Site, its Users and any third parties. This includes, but is not limited to errors, omissions, fraud, defamatory statements, breach of confidentiality and or privacy, losses and or damages of any kind and nature, related to any matter or thing. Accordingly, You hereby waive any and all rights You may have in equity or law to assert any claim or bring any action against AUDITONE in connection with the aforementioned.

Our Right to Use Your Content To Improve and Enhance Your Site Experience and Our Services
When You upload, submit, store, send or receive reports and other professional information (e.g. audit reports) and proprietary Content to or through the Site or Services, AUDITONE will not change the content of Your Content.
When You upload, submit, store, send or receive Content to or through the Site or Services, You give AUDITONE and its subsidiaries (and those We/they work with) a worldwide, non-exclusive, royalty-free license (“License”) to access and use Your Content subject to these Terms. Unless expressly contained elsewhere in these Terms (including without limitation, to perform certain activities to review Content, investigate suspicious activity and remove any content that AUDITONE believes to violate these Terms), specifically, the Site (and the underlying technology), (as opposed to humans) is accessing, managing and using (“Manage” or “Managing”) each and all Content on the Site including Your Content. In this regard, each time a User uses the Site (You included), they/You are permitting the Site to Manage their/Your Content pursuant to the License. By example only, and not to limit in anyway the Sites ability to Manage Content (yours included) the License enables the Site to perform the following functions and services:

The Right to Use Your Name
When You use the Site and Services, You give Us permission to add Your name to AUDITONE’S list of Users and customers in its marketing and media activities.

Ownership
As between You and AUDITONE, You own Your Content. On the other hand we own the AUDITONE Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, Our compilation of User Content and other Site Content, computer code, products, software, aggregate User review ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the AUDITONE Content, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the AUDITONE Content in whole or in part except as expressly authorized by Us. Except as expressly and unambiguously provided herein, We do not grant You any express or implied rights, and all rights in and to the Site and AUDITONE Content.

Advertising
AUDITONE and its licensees may publicly display advertisements and other information adjacent to Your Content free of charge.

Restrictions
We are under no obligation to enforce the Terms on Your behalf against another User. While We encourage You to let Us know if You believe another User has violated the Terms, We reserve the right to investigate and take appropriate action at Our sole discretion.
You agree not to, and will not assist, encourage, or enable others to use the Site to:

You also agree not to, and will not assist, encourage, or enable others to: The restrictions above only apply to the extent permissible under applicable law. Nevertheless, You agree not to act contrary to them (even if permissible under applicable law) without providing 30 days’ prior written notice to Us at info@AuditOne.Global.com, together with any information that We may reasonably require to give Us an opportunity to provide alternative remedies or otherwise accommodate You at Our sole discretion.

Privacy Policy
Last Updated on May 18, 2017. This Privacy Policy (“Privacy Policy”) is effective immediately for Users registering accounts after that date and will become effective on May 19, 2017 for pre-existing Users.
This Privacy Policy along with the terms and conditions (the “Terms”) that can be found here,1 govern Your access to and use of the AuditOne TM (“AuditOne”) websites and mobile applications (“Site”). By using the Site, You may be directed to websites other than the Site, that are created, provided or maintained for or by third-parties, including, but not limited to, third-party service providers (“Third Party Service”).
The various content, features, and services offered on and in connection with the Site are owned and operated by The Foundation for Strategic Sourcing, Inc. (“AUDITONE”), a Delaware LLC headquartered in Denver, Colorado.
By accessing or using the Site or Third Party Service, You are agreeing to this Privacy Policy and concluding a legally binding contract with AUDITONE. This Privacy Policy applies to the Site and Third Party Service, and governs data collection and usage with respect to the Site or Third Party Service.
You represent that You have read, understood, and agree to Our Privacy Policy. Note that We may disclose information about You, including Your Content, to third parties if We have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply Our Terms and Privacy Policy; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on Us; or (iv) protect Our rights, reputation, and property, or that of Our Users, affiliates, or the public. If You use the Site outside of the United States, You consent to having Your personal data transferred to and processed in the United States.

AUDITONE Antitrust Policy
You represent that You have read and understood and will not violate the AUDITONE Antitrust/Competition Policy.

Suggestions and Improvements
By sending Us any ideas, suggestions, documents or proposals (“Feedback”), You agree that (i) Your Feedback does not contain the confidential or proprietary information of third parties, (ii) We are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) We may have something similar to the Feedback already under consideration or in development, and (iv) You grant Us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and You irrevocably waive, and cause to be waived, against AUDITONE and its Users any claims and assertions of any moral rights contained in such Feedback.

Third Parties
The Site may include links to other websites or applications (each, a “Third Party Site”). We do not control or endorse any Third Party Site. You agree that We are not responsible for the availability or contents of such Third-Party Sites. Your use of Third Party Sites is at Your own risk.
Some of the services made available through the Site may be subject to additional third party or open source licensing terms and disclosures, including the ones posted here and incorporated herein by reference.

Copyright And Trademark Disputes
If You believe that Your copyright or trademark is being infringed on the Site, Your claim should be promptly sent in the form of a written communication to AUDITONE at the following address AuditOne, PO Box 21194, Denver, CO 80221. All claims must include the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site;
Identification 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, and information reasonably sufficient to permit AUDITONE to locate the material;
Information reasonably sufficient to permit the AUDITONE to contact the complaining party, such as name, address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Indemnity
You agree to indemnify, defend, and hold AUDITONE, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “AUDITONE Entities”) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party, including governmental entities, arising out of or relating to: (a) Your access to or use of the Site, (b) Your violation of the Terms, (c) any products or services purchased or obtained by You in connection with the Site, (d) inaccurate or untruthful Content or other information provided by You to AUDITONE or that You submit, transmit or otherwise make available through the Site, or (e) the infringement by You, or any third party using Your account, of any intellectual property or other right of any person or entity. AUDITONE reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us and You agree to cooperate with Our defense of these claims. You agree not to settle any such matter without the prior written consent of AUDITONE. AUDITONE will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE AUDITONE ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE AUDITONE ENTITIES MAY OR MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE AUDITONE ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE AUDITONE ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE. AUDITONE ENTITIES MAKE NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE RELIABILITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE BUSINESS LISTINGS, RATINGS, REVIEWS OR ANY OTHER MATTER IN CONNECTION WITH THE SITE, AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS THEREIN.
THE AUDITONE ENTITIES MAKE NO CLAIMS, ENDORSEMENTS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES LISTED ON THE SITE OR THE SITE’S USERS. ACCORDINGLY, THE AUDITONE ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT, IDENTITY OR INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES LISTED OR FEATURED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
The Site may display links to other Internet sites or resources. Because AUDITONE has no control over such sites and resources, You acknowledge and agree that AUDITONE is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that AUDITONE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
THE AUDITONE ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE AUDITONE ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT AUDITONE ENTITIES WILL NOT BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF AUDITONE ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), WITH RESPECT TO THE SITE, INCLUDING, BUT NOT LIMITED TO: (A) THE USE OR INABILITY TO USE THE SITE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SITE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, INFORMATION, OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SITE; (E) STATEMENTS OR CONDUCT OF ANY PROVIDERS OF GOODS OR SERVICES OR OTHER THIRD PARTY IN CONNECTION WITH OR THROUGH THE SITE; (F) ANY OTHER MATTER RELATING TO THE SITE; (G) ANY BREACH OF THESE TERMS BY AUDITONE ENTITIES OR THE FAILURE OF AUDITONE ENTITIES TO PROVIDE SERVICES UNDER THE TERMS, OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF ANY DISSATISFACTION, CLAIM, OR CAUSE OF ACTION RELATED TO THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN SOME JURISDICTIONS, LIMITATIONS OR EXCLUSIONS OF LIABILITY OR DAMAGES ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

TERMINATION OF USE
A USER MAY TERMINATE THEIR USE OF THE SITE AT ANYTIME WITHOUT NOTICE. THESE TERMS GOVERN YOUR USE OF THE SITE WHILE YOU ARE USING THE SITE. IN THE EVENT THAT YOU STOP USING THE SITE, YOU ARE NO LONGER SUBJECT TO THESE TERMS. HOWEVER, IN THE EVENT THAT WHILE USING THE SITE YOU HAVE VIOLATED THESE TERMS OR HARMED AUDITONE, THE SITE, OR ANOTHER USER, YOU MAY BE SUBJECT TO LIABILITY AND/OR PROSECUTION, WHETHER OR NOT YOU HAVE STOPPED USING THE SITE.

CHOICE OF LAW AND VENUE
DELAWARE LAW WILL GOVERN THESE TERMS, AS WELL AS ANY CLAIM, CAUSE OF ACTION OR DISPUTE THAT MIGHT ARISE BETWEEN YOU AND AUDITONE (A “CLAIM”), WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Denver, Colorado, United States of America, and judgment on the award may be entered into any court having jurisdiction thereof. Notwithstanding anything herein to the contrary, AUDITONE may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

GENERAL TERMS

Termination
A User may terminate their Use of the Site at anytime without notice. Further, in the event that You violate any material term or condition contained in these Terms, we reserve the right to suspend Your access to the Site until such time as the violation is resolved, subject to AUDITONE approval. We further reserve the right, in Our sole discretion, to terminate any User account for violating any material term or condition contained in these Terms. In any such event, You will be notified and given an opportunity to remove any Content that is yours, provided that it is not the subject matter of any such violation and is uncontested by any other User that may have been subject to Your violation.
Under normalized Site operations, We reserve the right to limit any Users access to the Site, including Yours with notice to You for any or no reason, and without liability of any kind. Any such action could prevent You from accessing Your account and the Site. In such event You will receive notice to remove Your Content from Your account. Afterwards, You must immediately cease accessing or using the Site and agree not access or make use of, or attempt to use, the Site. Furthermore, You acknowledge that AUDITONE reserves the right to take action — technical, legal or otherwise — to block, nullify or deny Your ability to access the Site. You understand that AUDITONE may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to AUDITONE.
All provisions of these Terms, which by their nature should survive termination, shall survive the termination of Your access to the Site, including, without limitation, provisions regarding Definitions, Translation, Content, Restrictions, Indemnity, Disclaimers and Limitations of Liability, Choice of Law and Venue, and General Terms.
Except as otherwise stated, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
The Terms contain the entire agreement between You and Us regarding the use of the Site, and supersede any prior agreement between You and Us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
If You breach any term of these Terms or other agreement with AUDITONE, AUDITONE may pursue any legal or equitable remedy available, including but not limited to, direct, consequential, and punitive damages and injunctive relief. AUDITONE’s remedies are cumulative and not exclusive. Failure of AUDITONE to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of this agreement at any time thereafter.
These Terms are not assignable, transferable or sublicensable by You except with AUDITONE’s prior written consent. AuditOne may transfer, assign or delegate the Terms and its rights and obligations without consent.
No joint venture, partnership, employment or agency relationship exists between You and AUDITONE as a result of these Terms or Your use of the Site.
In the event that any provision herein is determined to be void or unenforceable for any reason, such determination shall not affect the validity or enforceability of any other provision, all of which shall remain in full force and effect.

The section titles in the Terms are for convenience only and have no legal or contractual effect.
AUDITONE competition law compliance policy, effective November 1, 2016.
RJS Legacy, dba AuditOne (AUDITONE) takes very seriously its obligations in respect of competition law or, as it is more commonly referred to in the United States, antitrust law. The purpose of this Policy is to help ensure that AUDITONE and its officers, directors, employees, and members do not breach competition law and are aware of the potential consequences of a breach. This Policy applies to all areas of AUDITONE’s business and to all activities and programs sponsored or conducted by or within AUDITONE. All officers, directors, employees (permanent and fixed term), members, and any persons who perform services for AUDITONE (i.e. contractors and temporary workers) must comply with this Policy and any relevant guidance or standards provided (including the standards below made part of this document).
The consequences of breaching competition law can be severe, regardless of the jurisdiction, and can include substantial fines for AUDITONE and/or any of its members, as well as criminal investigations and sanctions against individuals, including imprisonment. Furthermore, failure to comply with this Policy may result in disciplinary action being taken against staff or expulsion of members from AUDITONE. It may also result in civil litigation being brought against the persons responsible for the breach.
Competition law prohibits any agreement or behavior between businesses that restricts competition and/or has a detrimental effect (or potential effect) on trade. Illustrative examples include an agreement between two companies to price the same services/products at the same level, or a direct or indirect exchange of strategically sensitive information (e.g. future quantities or prices) between competitors. If AUDITONE is deemed to be facilitating unlawful behavior amongst its members by, for example, arranging meetings at which unlawful discussions take place, then AUDITONE, its members, and the individuals attending the meeting all could face liability.
If You are at all unclear as to how competition law applies, seek immediate advice from Your compliance or legal department.

STANDARDS – General Standards for AUDITONE Activities

The following general standards shall apply to all AUDITONE-sponsored meetings, events and activities:
The AUDITONE Competition Law Compliance Policy and these Standards (the “Policy”) will be made available to all AUDITONE members and others involved in AUDITONE meetings, activities, and events by publication on the AUDITONE website and, when appropriate, will be referred to in program announcements, materials, surveys and other publications.
Membership in AUDITONE shall be open to any CPG industry participant with a legitimate business interest in the organization.
All AUDITONE meetings shall be scheduled meetings. A detailed agenda shall be prepared and made available to attendees in advance and will be reviewed by legal counsel when necessary. Minutes of meetings shall be retained for at least seven (7) years. In general, subjects not included on the agenda should not be discussed at meetings.
A statement should be read aloud at the beginning of every meeting of members reminding them that all conversations in and outside of the meeting are subject to competition law and that they must comply with this Policy.
Where necessary, legal counsel will be present at AUDITONE meetings and events to ensure that attendees comply with this Policy.
Where necessary, minutes of AUDITONE meetings will be reviewed by legal counsel.
Where necessary, legal counsel will approve new AUDITONE programs and changes in existing programs.
Discussion of the following is strictly prohibited at all AUDITONE meetings (including at breakout sessions, meals, and social events organized by AUDITONE and/or during informal discussions held before or after meetings):

All participants at any AUDITONE meeting should promptly object to any question, comment, or discussion that they believe is not appropriate. If the discussion persists, the meeting shall be halted, if necessary.
Participation in any program, survey, or benchmarking activity and adoption of any recommendation, standard, “best practice” or reporting template shall be voluntary and solely within the discretion of the individual member or participant. All recommendations, standards, “best practices,” reporting templates and the like shall be available to all members on a nondiscriminatory basis.

Standards for Conduct and Use of Surveys and Benchmarking
Legal counsel should provide advice before AUDITONE organizes any information exchange/benchmarking exercise to ensure that the exchange conforms to the governing laws and regulations of the applicable competition authority(ies). Following are general principles that all surveys and/or data aggregated for benchmarking should adhere to:
Participation in or responding to the survey must be voluntary.
The purposes of the survey are to be well defined, and the possible use of the survey or statistical program identified in advance.
Survey questions and compilation of data are to be formulated in a simple, concise manner.
Forward-looking data will not be requested or provided as part of any information exchange.
Any historical price or cost data provided in response to a survey shall be sufficiently old that it complies with the guidelines of the relevant competition authority.
Data will be collected and analyzed by a party independent of those furnishing information.
Information disseminated shall be sufficiently aggregated such that it will not allow recipients to identify the data provided by individual respondents. The number of participants providing data upon which each disseminated statistic is based shall be sufficiently large that it complies with the guidelines of the relevant competition authority.
AUDITONE shall maintain and preserve the confidentiality of the original information collected and participants in a survey shall not have access to the raw data submitted and compiled.
AUDITONE shall not disclose trade secrets or other confidential proprietary information of survey respondents, which would ordinarily be withheld from competitors or others.
All surveys shall comply with applicable guidelines and regulations of the relevant competition authority.
By accessing or using the Site or Third Party Service, You are agreeing to this Privacy Policy and concluding a legally binding contract with AUDITONE. This Privacy Policy applies to the Site and Third Party Service, and governs data collection and usage with respect to the Site or Third Party Service.

Collected Information
AUDITONE collects information from individuals who visit and upload information to the Site.

Personal Information. When using the Site or obtaining Third Party Service, AUDITONE may require You to provide it with certain personal information, such as name, email address, Username and password (collectively, “Personal Information”). The password will be stored on Our system in encrypted form, so only You know Your password. In addition, Users of Third Party Service may be required to provide other information. Account Information. Your Content includes any and all information that You upload or download from the Site (Your “Account Information”), which will be stored on the servers of AUDITONE, its agents, or third-party vendors. AUDITONE may store Your Account Information and Personal Information at server locations abroad. Your Account Information is secured by means of data back-ups, which, in the event of a system failure or similar error, allow for the restoration of data.
Site Navigational Information. As You navigate the Site it may collect additional information through the use of commonly-used information-gathering tools, such as cookies and Web beacons (collectively, “Site Navigational Information”). Site Navigational Information includes, without limitation, standard information from Your Web browser (such as browser type and browser language), Your Internet Protocol address, and the actions You take on the Site (such as the number of successful or failed logins, the date of Your last login, the Web pages viewed and the links clicked). In addition, AUDITONE collects general information about what features or tools You use and with what frequency, and which features You do not use.

USE OF INFORMATION COLLECTED

AUDITONE uses Your Personal Information, Account Information, and Site Navigational Information as set forth in the Terms.
AUDITONE uses Your Personal Information and Account Information to perform the Services, for example, to process Your requests, provide You with updates about Site, or inform You about other AUDITONE services or products that may be of interest to You.
In the event that You provide AUDITONE with Your credit card information, AUDITONE will only use such information to check the financial qualifications of prospective Users and to collect payment. Any financial information collected for the purposes listed above will be destroyed upon the closing of each transaction. If You request that Your financial information be stored for future use, then said financial information will be kept in a secured file and database to be used for future User-initiated and approved transactions.
AUDITONE uses Site Navigational Information to operate and improve the Site and Third Party Service provided. AUDITONE may also use Site Navigational Information alone or in combination with Personal Information to provide personalized information about AUDITONE.
AUDITONE may use any and all information that You provide to Third Party Service providers for the same or similar purposes that said Third Party Service providers use such information.

PUBLIC FORUMS; CUSTOMER TESTIMONIALS

AUDITONE may provide bulletin boards, blogs, or chat rooms (each, a “Forum,” collectively, the “Forums”) on the Site. Any information You choose to submit in such a Forum may be read, collected, or used by others who visit these Forums, may be used to send You unsolicited messages, and may be used for other purposes as described in the Terms. AUDITONE is not responsible for the information You choose to submit in these Forums, or the information that You receive.
AUDITONE may post a list of Users and testimonials on the Site that contain information such as User names and titles.

SHARING OF INFORMATION

You agree that AUDITONE may share Your Personal Information to process payment of Your service fees.
AUDITONE reserves the right to use or disclose information provided by You if required by law or if AUDITONE reasonably believes that use or disclosure is necessary to (i) protect and defend AUDITONE’s rights or property; (ii) comply with a judicial proceeding, court order or legal process; or (iii) protect the safety of Site Users, AUDITONE employees or the public at large.

INTERNATIONAL TRANSFER OF INFORMATION COLLECTED

To facilitate AUDITONE’s global operations, AUDITONE may transfer and access Your Personal Information, Account Information, and/or Site Navigational Information around the world, including the United States. This Privacy Policy shall apply even if AUDITONE transfers Personal Information, Account Information, and/or Site Navigational Information and navigational history to other countries.

COMMUNICATION PREFERENCES

AUDITONE offers You a means to choose how AUDITONE uses the Personal Information provided. You may manage Your receipt of marketing and non-transactional communications by changing the settings of Your account via the “Change Contact/Profile Info” link available here or by clicking the “unsubscribe” link located on the bottom of every AUDITONE’s marketing email. Additionally, You may send a request specifying Your communication preferences to info@AuditOneGlobal.com. Users cannot opt out of receiving transactional emails relating to their account or the services provided through the Site.

SECURITY

AUDITONE has put into place reasonable technical and organizational safeguards in an effort to protect Your Personal and Account Information from loss, misuse, unauthorized alteration, transfer or access.
AUDITONE uses Secure Sockets Layer Software (SSL) to protect the security of Your Personal Information. This software encrypts any Personal Information transmitted by You.
AUDITONE maintains physical, electronic and procedural security measures in conjunction with the collection, storage and the disclosure of Personal Information and Account Information of Users. These security measures also mean that AUDITONE will occasionally request that You provide evidence of Your identity before AUDITONE reveals Personal Information or Account Information to You.
It is important that You protect yourself from any unauthorized use of Your password and unauthorized access to Your computer. If You share Your computer with others You should ensure that You log out after every session. You are responsible for maintaining the security and confidentiality of Your password, and are fully responsible for all activities that occur using Your password. Please notify AUDITONE immediately of any unauthorized use of Your password or any other breach of security.

CHANGES TO THIS PRIVACY POLICY

AUDITONE reserves the right to update or change this Privacy Policy at any time and will send You a notice describing such update or change through the Site messaging center. Any material changes to this Privacy Policy or AUDITONE’s use of any Personal Information, Account Information, and/or Site Navigational Information will be posted on the Site.

LINKS

The Site may contain links to other websites. Please be advised that AUDITONE is not responsible for the manner of use or misuse of information made available by You at such other websites. AUDITONE encourages You not to provide any Personal Information, before reviewing the privacy policy and terms of service of such other websites.

ACCESSING AND UPDATING YOUR PERSONAL AND ACCOUNT INFORMATION

AUDITONE provides You with access to Your Personal Information and Account Information. You may correct, update or remove any Personal Information either by accessing Your User account or by contacting AUDITONE at info@AuditOneGlobal.com.

CONTACT

If You have any comments or questions regarding this Privacy Policy or the information practices of AUDITONE, please contact AUDITONE at info@AuditOneGlobal.com.

BASED ON THE ABOVE AUDITONE TERMS, CERTIFICATION BODY (hereinafter “CB”) AND CB USERS AGREE TO FOLLOWING ADDITIONAL AUDITONE TERMS OF USE AND SERVICES

  1. CB Obligations, Performance and Acknowledgements. CB will provide and/or perform the following provisions within the time requirements as set forth hereunder or as may be set forth in electronic communications on the Platform issued by AuditOne:

    1. The CB will provide AuditOne a statement of authorization (“Authorization”), in the form below naming and certifying the CB’s initial appointment, term of service and verification of experience of its Site Administrator (“Administrator”). The Administrator will have full access and control of the CB’s Customer Account on the Site. The Administrator must be an employee of the CB for at least five (5) years, and possess the highest level of security clearance that CB issues commonly to its insured and bonded employees. The CB and/or Administrator may add additional Administrators by providing AuditOne with an Authorization for each additional Administrator it requires. AuditOne will grant or reject each initial and additional request for an Administrator within five (5) business days of receipt of such request. CB agrees to cooperate with AuditOne in the Administrator Authorization approval process

    2. CB will respond to, as will each of its Administrators, employees, contractors and other authorized Users of the Site (“CB Users”), as applicable, AuditOne invitations; Requests for Information (“Requests”); and, Site Requests (also known as “Requirements” and “Authentication” of Requirements) (collectively “Requests”); as will be issued from time to time by AuditOne to the CB and CB Users. Each of the aforementioned Requests will be administered, performed and completed by the CB and/or each CB User, as applicable, via the Site, as prescribed by AuditOne via the Site. Certain Requests will require that CB and each of the CB Users, as applicable, have certain Requests Authenticated. All Authentication Requests are a function of the Site and will be performed on the Site as instructed by AuditOne.

    3. CB will be responsible for, and cause the performance of each CB User and their respective conformance with the Terms of Use and each of the Standards and Requests.

    4. CB and each CB User will take such actions as shall be reasonably required by AuditOne to become authorized Users of the Site, and shall use the Site strictly in conformance with such Terms of Use as may be promulgated by AuditOne from time to time.

    5. CB and each CB User will respond timely and diligently to Requests; and, perform and deliver all Requests via the Site as instructed, in English, unless pre-approved otherwise by AuditOne to be in an alternative language.

    6. CB and each CB User will diligently maintain true, complete and updated personal and business profile information on the Site, including, but not limited to, uploading onto the Site information in response to any Request relating to personal and business credentials of each User their respective contact information (e.g. country and state/province of practice, email address and business and mobile phone numbers) and, if Requested, have the aforementioned Authenticated, as provided for on the Site.

    7. CB and each CB User will, as applicable, timely and diligently meet each of the AuditOne Standards as Requested. Standards may be published and communicated to CB and each CB User as applicable, on the Site, in the form of a Request. Requests may be found on the Site’s message center on each User’s Home Page. Each Request may come with step-by-step instructions that CB and CB Users will follow to perform and achieve the Standards satisfactorily. Standards may be modified, appended, and newly issued from time to time in the sole discretion of AuditOne. Standards may include, but not be limited to, evidence of accredited certification by an AuditOne pre-approved accreditation organization [such as ANSI-ASQ National Accreditation Board, (ANAB)], and procedures whereby CB and CB Users, as applicable, may demonstrate competence to audit and certify organizations conforming to management systems standards and other TIC activities and Requests.

    8. CB and CB Users, as applicable, will connect their IT database(s) (information technology systems) to the Site via a secure Application Program Interface (“API”). This API will be discrete and employed for the sole purpose of accessing information related to AuditOne Customers. As an example, a CB database may contain records and status indicators to support Certificates. To eliminate errors and lag time, connecting to the CB database will signal the Site if the status of the Certificate has changed without human intervention. CB and CB Users, as applicable, agree to and will cooperate with AuditOne authorized representative to implement each API deemed necessary by AuditOne.

    9. CB and CB Users, as applicable, will invite onto the Site its employees, contractors, representatives, agents, governing bodies (e.g., Standards Owners a/k/a Scheme Owners, Accreditation Bodies, Government Bodies, as applicable) that are engaged, directly or indirectly, with Clients or Client suppliers, auditors and other TIC actors that, in some way, interacts with Client or Client suppliers with regard to Standards and Requests. CB and CB Users, as applicable, will not to engage any services from any person or entity that is not an authorized User of, and performs its services on, the Site, pursuant to the Terms of Use.

    10. CB and CB Users, as applicable, will conduct their TIC transactions (“Transactions”) with Client suppliers exclusively through the Site, including using the e-commerce module for invoicing and collecting payments. Initially, each CB and or CB, as applicable, will have the right, in its discretion, to publish and offer its services and prices to Clients and Client suppliers.

    11. The e-commerce module requires that all Users that are a party to a Transaction provide their respective banking information to send and receive payment. To provide this information a User can go into its Settings Menu and click on Banking Information. Your information is private and confidential, and protected under the Privacy Policy and Terms of Use. All Transaction payments and settlements are performed solely within the Site. All settlements with each party involved will be made in near real time in the system once the Transaction has formally settled. Notwithstanding any provision to the contrary contained in this Agreement or other agreement (e.g., User terms and conditions, agreement), AuditOne are not a party to any transaction that is being negotiated or occurs as a result of this Agreement or use of the Site. CB and CB Users acknowledge and agree that AuditOne are solely independent facilitators that provide each User the technical ability to connect, communicate and transact, on a case by case, buyer and seller beware basis. In connection with the aforementioned, and as a material inducement for AuditOne to enter into the Agreement and to permit CB and CB Users to use the Site, CB and CB Users hereby irrevocably covenant and agree to defend (in real time, by paying all reasonable legal fees and other fees and associated costs for any defense that AuditOne elect to maintain, in their sole discretion), indemnify, and hold harmless AuditOne and their respective affiliates, directors, officers, employees and representatives from any claims, demands, costs, expenses and liabilities or losses that may be asserted against such parties to the extent resulting from or related to any Transaction.

    12. CB acknowledges the relationship between AuditOne activities and each Brand is proprietary. Accordingly, CB covenants that it will not attempt to circumvent AuditOne with respect to any of the Brands, in any manner whatsoever. All CB communications regarding its TIC services will be solely limited to the CB, its auditor(s), the supplier(s) that engage CB, and AuditOne, and any of their respective personnel on a need-to-know basis, subject to non-disclosure, confidential and privacy policies, and Communication with Brands will exclusively be with designated auditors regarding the Brand’s suppliers. All communication with Brands will be made through the Site.

    13. CB and CB Users, as applicable, will permit, AuditOne and its authorized employees, representatives and agents (“Representatives”) to have fully unencumbered access via the Site to all subject matter, data and information related to this Agreement and each Client, Client supplier, and CB User (“CB Data”). Likewise, CB and each CB User, as applicable, will make all CB Data available on the Site to AuditOne. If it is determined that CB Data is unavailable on Site, then upon 48 hours’ notice by AuditOne to CB and or CB User as applicable, during normal business hours, CB and each CB User will provide such CB Data on Site. Notwithstanding, AuditOne Representatives shall have the right to access and inspect any physical records related to or arising from CB Data via electronic sharing and/or the location where records are stored. CB and CB Users, as applicable, agree to and will be diligently responsive to all Requests and inquiries by AuditOne.

    14. CB and CB Users acknowledge that that they are subject to being charged a referral fee (“Fee” or “Fees”) on each Transaction. The Fee is subject to a Rate Card that will be provided by AuditOne prior to the commencement of any Transaction activities. Fees are deemed earned upon settlement of each Transaction notwithstanding the payment method. CB and CB Users have no right to and shall not make any claim against any Fee including without limitation, any credit, deduction or offset against any such referral fees.

    15. CB and CB Users acknowledge and agree that they will read, accept, and strictly conform to any and all terms, conditions, policies and procedures as set forth in any terms of use and privacy policies provided CB and CB Users by AuditOne and the Site, manually or electronically.

    16. CB and CB Users, as applicable, will be solely responsible for any taxes, duties, levies, tariffs and charges of any kind whatsoever imposed by any governmental entity, domestic or foreign, arising from any income generated by reason of any Transaction. CB and CB Users are solely responsible to maintain any license, permit, certificate or any other document or entitlement, including without limitation any necessary governmental approval or registration or the payment of any fee in any jurisdiction required in connection with the CB’s and CB Users’ provision of TIC services.

    17. CB and CB User shall maintain their respective profile pages on the Site in near real time by updating and refreshing its information and CB Data. CB and CB User shall report to AuditOne via the Site any change in status of any Request, and/or of any denial, revocation or suspension of any license, permit, certificate or any other document or entitlement, which denial, revocation or suspension may limit or restrict CB’s and or CB Users’ eligibility or ability to perform services under this Agreement. In connection with the aforementioned, and as a material inducement for AuditOne to enter into the Agreement and to permit CB and CB Users use of the Site, CB and CB Users hereby irrevocably warrant, represent and agree to defend (in real time, by paying all reasonable legal fees and other fees and associated costs for any defense that AuditOne elect to maintain, in their sole discretion), indemnify, and hold harmless AuditOne and their respective affiliates, directors, officers, employees and representatives from any claims, demands, costs, expenses and liabilities or losses that may be asserted against such parties to the extent resulting from any failure of CB and or CB Users to maintain any such license, permit, certificate, document or entitlement or to pay any such fee.

  1. Confidential Information.

    1. Definition. As used in this Agreement, “Confidential Information” means any confidential or proprietary information that is disclosed by one party (“Disclosing Party”) to the other party (“Recipient”), whether in writing or other tangible form, orally or otherwise. Confidential Information includes (I)information about processes, systems, strategic plans, business plans, operating data, financial information and other information and (II) any analysis, compilation, study or other material prepared by Recipient (regardless of the form in which it is maintained) that contains or otherwise reflects any information disclosed or made available by Disclosing Party to Recipient. Confidential Information does not include information that:

      1. At the time of disclosure to Recipient, is generally available to the public;

      2. After disclosure to Recipient, becomes generally available to the public other than as a result of a breach of this Agreement by Recipient (including any of its affiliates);

      3. Recipient can establish was already in its possession at the time the information was received from Disclosing Party, if its source was not known by Recipient to be bound to an obligation of confidentiality with respect to this information; or

      4. Recipient can establish was developed independently by Recipient without use, directly or indirectly of any Confidential Information.

    1. Limitations on Disclosure and Use. Confidential Information must be kept strictly confidential and may not be disclosed or used by Recipient, except that Recipient may use Confidential Information of the Disclosing Party in the performance of its obligations or exercise of its rights under this Agreement or as specifically authorized in advance in writing by Disclosing Party. For example, AuditOne and Site will provide auditor name and contact information to audit customers and suppliers once assigned by CB.

      Recipient may not take any action that causes Confidential Information to lose its confidential and proprietary nature or fail to take any reasonable action necessary to prevent any Confidential Information from losing its confidential and proprietary nature. Recipient will limit access to Confidential Information to its employees, officers, directors or other authorized representatives (or those of its affiliates) who (a)need to know the Confidential Information in connection with this Agreement and (b)are obligated to Recipient to maintain Confidential Information under terms and conditions at least as stringent as those under this Agreement. Recipient will inform all these persons of the confidential and proprietary nature of Confidential Information and will take all reasonable steps to ensure they do not breach their confidentiality obligations, including taking any steps Recipient would take to protect its own similarly confidential information. Recipient will be responsible for any breach of confidentiality obligations by these persons.

    1. Equitable Relief. Each party acknowledges that, when it is a Recipient hereunder, money damages would not be a sufficient remedy for Disclosing Party in the event of any breach of this Agreement, and that Disclosing Party is entitled to seek specific performance and injunctive or other equitable relief as a remedy for any breach. This remedy will be in addition to any other available remedies at law or in equity.

    2. Disclosures Required by Law. If Recipient is required by law to disclose any Confidential Information, Recipient will give Disclosing Party prompt notice and will use all reasonable means to obtain confidential treatment for any Confidential Information that it is required to disclose before making any disclosure. If Recipient cannot assure confidential treatment and it has exhausted all reasonable efforts to do so, Recipient may disclose Confidential Information if it is required by law to disclose the information it discloses. Notwithstanding the foregoing, Disclosing Party may request Recipient to take additional steps to seek confidential treatment before Recipient discloses Confidential Information even though Recipient has otherwise exhausted all reasonable efforts to do so. In that event, Recipient will undertake additional steps at Disclosing Party’s expense.

    3. Effect of Termination. Promptly after the termination of this Agreement, each party will return to the other any Confidential Information of the other party and provide a written verification of the return or, at that disclosing party’s request, destroy the Confidential Information and provide written notification of the destroyed Confidential Information. Each party’s obligation to maintain the confidentiality of Confidential Information will survive for a period of five (5) years following termination of this Agreement.

  1. Representations, Warranties and Covenants.

    1. Authority. Each party represents to the other that (i) it has the full power and authority to enter into and perform its obligations under this Agreement; and (b) its execution and performance of this Agreement do not violate, conflict with, or result in a material default under, any other contract or agreement to which it is a party or by which it is bound.

    2. Compliance with Laws. Each party represents, warrants and covenants to the other that it shall comply with all applicable federal, state and local laws governing or relating to the transactions contemplated hereunder.

  1. Indemnification.

    1. By AuditOne. AuditOne will defend, indemnify, and hold harmless CB and its affiliates, directors, officers, employees and representatives from any claims, demands, costs, expenses (including reasonable attorneys’ fees) and liabilities or losses (“Claims”) that may be asserted against such parties by or on behalf of a third party to the extent that the Claims result from or arise out of the gross negligence or willful misconduct of AuditOne in connection with its obligations hereunder.

    2. By CB. CB will defend indemnify and hold harmless AuditOne and their respective affiliates, directors, officers, employees and representatives from any Claims that may be asserted against such parties by or on behalf of a third party to the extent that the Claims result from or arise out of the gross negligence or willful misconduct of CB in connection with its obligations hereunder.

    3. Indemnification Procedures. The obligations and liabilities of the parties with respect to claims subject to indemnification under this Agreement (“Indemnified Claims”) are subject to the following terms and conditions:

      1. The party claiming a right to indemnification under this Agreement (“Indemnified Person”) will give prompt written notice to the indemnifying party (“Indemnifying Person”) of any Indemnified Claim, stating its nature, basis and amount, to the extent known. Each notice will be accompanied by copies of all relevant documentation, including any summons, complaint or other pleading that may have been served or any written demand or other document.

      2. With respect to any Indemnified Claim: (A) the Indemnifying Person will defend or settle the Indemnified Claim, subject to provisions of this subsection, (B) the Indemnified Person will, at the Indemnifying Person’s sole cost and expense, cooperate in the defense by providing access to witnesses and evidence available to it, (C) the Indemnified Person will have the right to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (D) the Indemnified Person will not settle, offer to settle or admit liability as to any Indemnified Claim without the written consent of the Indemnifying Person, and (E) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if the settlement, offer or admission contains any admission of fault or guilt on the part of the Indemnified Person, or would impose any liability or other restriction or encumbrance on the Indemnified Person, without the written consent of the Indemnified Person.

      3. Each party will cooperate with, and comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to minimize the scope of any Indemnified Claim.

  1. Liability; Force Majeure.

    1. NO CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO CLAIMS SUBJECT TO INDEMNIFICATION UNDER THIS AGREEMENT, no party will be liable to any other party for any consequential, incidental, indirect, special, or other similar damages arising out of or in connection with a breach of this agreement.

    2. Force Majeure. If the performance of any part of this Agreement by any party will be affected for any length of time by fire or other casualty, government restrictions, war, terrorism, riots, strikes or labor disputes, lock out, transportation delays, electronic disruptions, internet, telecommunication or electrical system failures or interruptions, and acts of God, or any other cause which is beyond control of a party (financial inability excepted), the party will not be responsible for delay or failure of performance of this Agreement for this length of time.

  1. Notices. Any notice, request or other document to be given under this Agreement to a party will be effective when received and must be given in writing and delivered in person or sent by overnight courier or registered or certified mail, return receipt requested, as follows:

    If to AuditOne:

    P.O. Box 21194

    Denver, CO 80211

    Attn: Lisa Shambro

    With a copy to:

    Mary Alice Carfi

    15065 Lebanon Road, Suite 204

    Old Hickory, TN 37138

  1. Other Provisions.

    1. No Waiver. No waiver of any breach of any one or more of the conditions or covenants of this Agreement by a party will be deemed to imply or constitute a waiver of a breach of the same condition or covenant in the future, or a waiver of a breach of any other condition or covenant of this Agreement.

    2. Severability. If any provision or the scope of any provision of this Agreement is found to be unenforceable or too broad by judicial decree, the parties agree that the provisions will be curtailed only to the extent necessary to conform to law to permit enforcement of this Agreement to its full extent.

    3. Entire Agreement; No Reliance. Each of the parties agrees and acknowledges that this Agreement, including the attachments referred to in this Agreement, (i) constitutes the entire agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, among the parties with respect to the subject matter of this Agreement, and (ii) is not intended to confer any rights or remedies, or impose any obligations, on any person other than the parties. Each of the parties expressly agrees and acknowledges that, other than those statements expressly set forth in this Agreement, it is not relying on any statement, whether oral or written, of any person or entity with respect to its entry into this Agreement or to the consummation of the transactions contemplated by this Agreement, and each of the parties further waives any claim against the other party that the other party has failed to disclose any fact, occurrence or other matter that relates in any way to its entry into this Agreement.

    4. Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement, in whole or in part, or by operation of law or otherwise, without the prior written consent of the other Party, except that AuditOne and Site may assign, delegate, transfer, convey or sell its rights or obligations, in whole or in part, to (a) an affiliate or to a person or entity in which AuditOne or Site is consolidated or with which AuditOne or Site merges, or (b) a purchaser of all or substantially all of its assets. Any attempted assignment or delegation in violation of this paragraph will be void.

    5. Successors and Assigns. This Agreement will be binding on and will benefit any and all successors, trustees, permitted assigns and other successors in interest of the parties.

    6. Applicable Law. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware (excluding the choice of law provisions thereof).

    7. Relationship of the Parties. Neither party will be considered the agent of, partner of, employee or other related party of, or participant in a joint venture with, the other party, by reason of its entry into or performance of its duties under this Agreement. Neither party will have authority to bind the other party unless otherwise agreed to in writing by the parties.

    8. Publicity. Neither party will have the right to issue a press release, statement or publication regarding the terms and conditions of or the existence of this Agreement without the prior written consent of the other party.