General Services Administration Contract Terms of Service
Last Updated: November 10, 2020
N.B.: This document only applies to applies to customers using General Services Administration Contract Number: 47QTCA21D002H for procurement.
AuditFile.com Terms of Service Version: General Services Administration - November 10, 2020 AuditFile, Inc. (“AuditFile.com,” “we,” or “us”) provides the AuditFile.com web site (the “Site”), affiliated software and mobile applications (the "Apps"), and the services provided by or through the Site and the Apps (the “Services”) subject to these terms and conditions of use, and all polices and guidelines referenced herein (the “Terms”).
2. FeesFees for the Services are described on the Site in accordance with the GSA Schedule Pricelist. Subscriber is responsible for providing complete and accurate billing and contact information to AuditFile.com. Vendor shall state separately on invoices taxes excluded from the fees, and the Subscriber agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.
3. Ownership of and Responsibility for ContentContent provided by Users affiliated with a Subscriber’s account, whether they are Master Users or other Users, is called “Subscriber Content.” AuditFile.com’s only right to Subscriber Content is the limited licenses to it granted in these Terms. Subscriber Content is the Subscriber’s sole responsibility. You, and not AuditFile.com, are responsible for maintaining and protecting all Subscriber Content. AuditFile.com will not be liable for any loss or corruption of Subscriber Content, or for any costs or expenses associated with backing up or restoring any Subscriber Content. We likewise have no responsibility or liability for any loss or damage your Subscriber Content may cause to you or other entities or people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any Subscriber Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any Subscriber Content you post or store on the Services. If you authorize third parties to access your Subscriber Content through the Services, you agree that we are permitted to provide to them the Subscriber Content, and also agree that we have no responsibility or liability for their use of such Subscriber Content.
5. AuditFile.com PropertyThese Terms do not grant you any right, title, or interest in the Services, Software, or the content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. The Software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the AuditFile.com trademarks, logos, domain names, or other brand features. The Services are for the Subscribers’ and Users’ use only. You may not resell, lease or provide them in any other way to anyone else.
6. Account SecurityUsers are responsible for safeguarding the password, tokens, or other login credentials that are used to access the Services (the “Login Credentials”) and Users agree not to disclose their Login Credentials. The Login Credentials are critical to the security of Users' data or Subscriber Content. Subscribers are responsible for ensuring that their Users safeguard their Login Credentials. Users, and the Subscribers that oversee them, are responsible for any activity using their accounts, whether or not they authorized that activity. You should immediately notify us of any unauthorized use of any account. You acknowledge that if you wish to protect your transmission of data or files to or from us, it is your responsibility to use a secure, encrypted connection to communicate with the Services. You also acknowledge that communications over the Internet may be subject to breaches of security and that the submission of your Subscriber Content or other information may not be secure.
7. Software and UpdatesSome use of our Services may require you to download a client software package or mobile application (“Software”). We hereby grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available.
8. Acceptable Use PolicyYou will not, and will not attempt to, misuse the Services. For example, you must not, and must not attempt to, use the Services to do the following things: probe, scan, or test the vulnerability of any system or network; breach or otherwise circumvent any security or authentication measures; access, tamper with, or use non-public areas of the Service, shared areas of the Service you have not been invited to, or AuditFile.com’s (or our service providers’) computer systems; interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail- bombing any part of the Services; plant malware or otherwise use the Services to distribute malware; access or search the Services by any means other than our publicly supported interfaces (for example, “scraping”); send unsolicited communications, promotions or advertisements, or spam; send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”; use the Services to produce products or services that compete with those offered by AuditFile.com; publish anything that is fraudulent, misleading, or infringes another's rights; promote or advertise products or services other than your own without appropriate authorization; impersonate or misrepresent your affiliation with any person or entity; or violate the law in any way, or to violate the privacy of others, or to defame others. You are prohibited from uploading any "sensitive" personally identifiable information to the Services, which may include, but is not limited to, information about yourself or any another person that may relate to health or medical conditions, social security numbers or taxpayer identification numbers, driver’s license numbers, information concerning political opinions, criminal charges or convictions, religious or philosophical beliefs, racial or ethnic origin, or other sensitive matters (“Sensitive Personal Information”). Notwithstanding the foregoing, AuditFile.com is not responsible for any Sensitive Personal Information uploaded to the Services and is under no obligation to ensure that Sensitive Personal Information is not uploaded to the Services. The Services are not intended for use by persons under the age of 13, and Subscriber will ensure that it does not allow any person under 13 to use the Services. Subscriber will promptly notify AuditFile.com of any unauthorized use of, or access to, the Services. The Services are provided with LIMITED or RESTRICTED RIGHTS. Any access or use of the Services by the United States government is subject to restrictions as set forth in FAR 12.212 and, to the extent required under U.S. federal law, the minimum restricted rights as set out in FAR 52.227-14 (DEC 2007). To the extent any technical data is provided pursuant to the Terms, such data is protected per FAR 12.211 and to the extent explicitly required by the U.S. government, is subject to limited rights as set out in DFARS 252.227.7015 (NOV 1995) and DFARS 252.227-7037 (SEPT 1999). In the event that any of the above referenced agency regulations are modified or superseded, the subsequent equivalent regulation shall apply. In case of conflict between any of the FAR and DFARS provisions listed herein and these Terms, the construction that provides greater limitations on the government's rights shall control. The name of the provider is AuditFile, Inc., C/O Goodwin Procter LLP, 3 Embarcadero Center, 28th Floor, San Francisco, CA 94111, United States of America. For purposes of any public disclosure provision under any federal, state or local law, it is agreed that the Site, the Apps, and the Services are trade secrets and a proprietary commercial product and not subject to disclosure. If Subscriber is an agency, department, or other entity of any state government, the United States government, or any other public entity or funded in whole or in part by the United Stated government, then Subscriber, and Subscriber’s Users, hereby agree to protect the Site, the Apps, and the Services from public disclosure and to consider the Services and the Site exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or use of the Services or the Site.
9. CopyrightWe respect others' intellectual property and we ask that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is: AuditFile Copyright Agent
C/O Goodwin Proctor LLP
3 Embarcadeo Center, 28th Floor
San Francisco, CA 94111