General Audit Tool (GAT) TERMS OF SERVICE
General Audit Tool Ltd. is an Irish Limited Company, headquartered at 12 Hume, St. Dublin 2, Ireland. Company No. IE-9693416G.
PLEASE READ THESE TERMS OF SERVICE (THE “TERMS”) CAREFULLY. IF YOU ELECTRONICALLY ACCEPT THESE TERMS, EXECUTE AND DELIVER THESE TERMS, OR OTHERWISE USE THE General Audit Tool SERVICES OR SOFTWARE (COLLECTIVELY, THE “SERVICE”), YOU AGREE TO BE BOUND BY ALL OF THESE TERMS (THE “AGREEMENT”) AS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND General Audit Tool, Ltd. (“General Audit Tool”). IF YOU DO NOT ACCEPT THE TERMS, YOU ARE NOT PERMITTED TO USE THE SERVICE. If you are entering this Agreement as an employee or representative of your employer, the term “you” includes your employer and any other party on whose behalf you act. If your organization has entered into a separate purchase agreement with General Audit Tool, then that agreement supersedes these Terms of Service to the extent that they conflict.
1. Provision of Service. This Agreement governs your use of General Audit Tool website and General Audit Tool provision of its SaaS IT management suite of tools (the “Service”) to you. Your use of the website and Service are at all times subject to these Terms of Service and your payment in full of any applicable fees.
2. Software License. Subject to the terms of this Agreement, General Audit Tool grants you a non-exclusive, revocable, non-transferable license to use the Service and any upgrades and updates made available by General Audit Tool from time to time, solely during the Term (as defined herein). General Audit Tool also grants you a non-exclusive, revocable, non-transferable license to use the accompanying documentation (“Documentation”) during the Term in connection with your use of the Service. You acquire no right, title, or interest to the Service, the underlying software, or the Documentation except the limited license described in this paragraph. If you are using the free version of the Service, General Audit Tool reserves the right to modify the Service and its availability at any time.
3. Your Systems. The Service provides information about, and helps you manage, the data in your Google Apps domain (your “Google Domain”). By entering into this Agreement, you agree to provide and allow General Audit Tool access to your Google Domain via the Internet for the purposes of providing the Service to you, and you represent and warrant that you have the right to grant this access to General Audit Tool. You are solely responsible for the set-up, maintenance, and security of your Google Domain.
4. Software Access. In order for you to use the Service, you must allow access via APIs (Application Program Interface) to your Google Domain. By subscribing to the Service, you agree that General Audit Tool may automatically access your Google Domain via Google APIs. If you disable the API access or otherwise fail to implement any changes required to enable the required API access to General Audit Tool, your right to use the Service may be immediately revoked at General Audit Tool sole discretion. Should Google in any way change API access or the nature of the API functionality you agree you shall not in anyway hold General Audit Tool responsible for the failure of all or part of it’s service.
5. Your Data;General Audit Tool Confidentiality Obligation. In providing the Service to you, General Audit Tool will analyze, map and collect meta-data only relating to the data stored on your Google Domain, and the manner in which data is stored and used on your Google Domain (“Customer Meta-Data”). Except as provided in Section 6 of these Terms, General Audit Tool does not analyze or collect any information held within the files stored on your Google Domain, and such information does not constitute Customer Meta-Data for the purposes of this Agreement. You agree that General Audit Tool may collect, store and modify Customer Meta-Data for the purposes of delivering the Service to you. You represent and warrant that, to the extent required, you have obtained all necessary rights and licenses to the data stored on your Google Domain for use as contemplated by these Terms and that General Audit Tool use of such data stored on Customer Systems as set forth herein will not violate any third party rights, including intellectual property and privacy rights You acknowledge that, in relation to the EU Data Protection Directive (also known as Directive 95/46/EC), General Audit Tool acts as a processor of data (“data processor”). General Audit Tool will keep the Customer Meta-Data confidential, will store it exclusively on Amazon Cloud Services or in the Google Apps environment, will use it only to deliver the Service to you, will and not disclose it to any third party except General Audit Tool employees and contractors who have entered into binding agreements with General Audit Tool that contain non-disclosure obligations equivalent to those set forth in this Agreement. General Audit Tool may anonymously aggregate non-identifiable Customer Meta-Data with non-identifiable anonymous meta-data from other General Audit Tool customers and third parties to create anonymous aggregated meta-data that does not identify any individual customer or the metrics or information pertaining to any individual customer or its domain (“Aggregated Meta-Data”). General Audit Tool will own all rights to Aggregated Meta-Data, and has the irrevocable right to maintain, store, use and disclose Aggregated Meta-Data.
6. Full Text Search Scan. If you use General Audit Tool Full Text Search functionality, you acknowledge and agree that: (i) General Audit Tool will instruct Google to perform an automated scan of the contents of files stored on your Google Domain (the “Customer Content”); (ii) General Audit Tool will not store or retain any Customer Content in its own Google Domain, except to the extent that it constitutes Customer Meta-Data; (iii) you may use the Full Text Search Services solely for your internal business purposes and in compliance with applicable laws and regulations, including without limitation laws and regulations applying to privacy and personal information; (iv) you are solely responsible for ensuring that only appropriate personnel have access to the Full Text Search Services and that such personnel have been trained in proper use of the Full Text Search Services; and (v) General Audit Tool does not guarantee absolute accuracy of the Full Text Search Services.
7. Restrictions. You may NOT: (i) provide access to the Service to third parties, or use the Service for the benefit of third parties; (ii) copy or modify all or any part of the Documentation or distribute it to third parties; (iii) unless otherwise permitted by applicable local law, decompile, decrypt, disassemble, reverse engineer or otherwise discover the source code for the software underlying the Service (the “Software”), or attempt to disable or defeat any locking mechanism within the Software or the Service; (v) modify the Software or Service, incorporate the Software or Service in whole or in part in any other product or create derivative works based on all or any part of the Software or Service; (vi) remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Service; or (vii) export the Software or Service or use the Software or Service in any country other than that in which it was obtained. You acknowledge that the Software and Service are subject to United States export laws and regulations and you shall comply with all such laws and regulations in your use of the Software and Service.
8. Ownership, Non-Disclosure. General Audit Tool owns and will retain all right, title and interest, including without limitation all copyright, trademark, trade secret, patent and other proprietary rights, in and to the Service, Software, Documentation, Evaluation Data and Aggregated Data (the “Proprietary Materials”). You shall keep confidential and not disclose, sell, lease, transfer, sublicense, dispose of, or otherwise make available the Proprietary Materials or any portion thereof, in source or object code, to any third party other than your employees who need access to the Proprietary Materials in order to use the Service and exercise your license rights granted herein. You agree that dissemination of the Proprietary Materials in breach of this Agreement would cause irreparable harm to General Audit Tool for which monetary compensation alone would be inadequate, and General Audit Tool is entitled to seek injunctive relief prohibiting any such dissemination, in addition to monetary damages and all other remedies available at law or in equity. This Agreement is NOT a sale of the Proprietary Materials or any copy of them. You obtain only such rights as are expressly provided in this Agreement.
9. User Name and Password. You will need an individual user name and password to use the Service. You must safeguard your user name and password and keep them confidential, and you will be responsible for any use of the Service by means of your user name and password.
10. Entry by User. Certain areas of our website and the Service require User entry of certain personal or configuration information. General Audit Tool requires that the actual User input such information and that such information be accurate and current.
12. Feedback. Upon request by General Audit Tool, you agree to provide General Audit Tool with reasonable information about your use and evaluation of the Service, including, without limitation, any errors, logs, usage statistics or problems in the Service and any information reasonably necessary for General Audit Tool to evaluate such errors or problems, test results and performance data, information relating to the compliance of the Service with documentation, specifications or functionality and comparison with other software or products (collectively, “Evaluation Data”). Without limiting the foregoing, you irrevocably consent to General Audit Tool collection of Evaluation Data and any other information and data relating to your use of the Service, by various means (including without limitation through the Service and through any direct communications between you and General Audit Tool), without any further notice to, or consent of, you.
13. Term; Enforcement of Terms; Termination. This Agreement takes effect when you first subscribe for the Service or otherwise begin using the Service, and continues until terminated as set forth in this Agreement (the “Term”). If you fail to fulfill any of your material obligations under this Agreement, General Audit Tool and/or its licensors may pursue all available legal remedies to enforce this Agreement, and General Audit Tool may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you hereunder. You agree that General Audit Tool licensors referenced in the Software are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. This License is effective until terminated. This License will terminate immediately without notice from General Audit Tool if you fail to comply with any of its provisions. Upon termination you must remove all access to the service, and you may terminate this License at any time by doing so.
14. U. S. Government Users. Pursuant to the policy stated at 48 CFR 227.7202-1, U.S. Government users acknowledge that (i) the Software is commercial computer software, (ii) this Agreement embodies the licenses customarily used by General Audit Tool for licenses in Software granted to the public, and (iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the Government, except to the extent which such licenses are inconsistent with Federal procurement law. Contractor/manufacturer is General Audit Tool Ltd., 12 hume Street, Dublin 2, Ireland.
15. Support for Non-Paying Customers. General Audit Tool may, in its discretion, provide you with reasonable assistance with installation of the Software through its email help address at firstname.lastname@example.org. Except for any such assistance, the Service does not include any implementation, helpdesk, support or maintenance services with respect to the Software, nor to any bug fixes, error corrections, updates, upgrades or new versions of the Software (collectively, “Support Services”). The assistance provided by General Audit Tool is not bound to any SLAs or SLOs.
16. Limited Warranty and Disclaimer.General Audit Tool warrants that, during the period that you have paid applicable fees and remain in compliance with this Agreement, the Service will operate in substantial conformance with the documentation provided by General Audit Tool. General Audit Tool are not responsible for the accuracy, security or completeness of the data collected via Google’s APIs. General Audit Tool accept no responsibility for the accuracy or the validity of the data produced. While every effort is made to ensure the data is timely, accurate and valid, General Audit Tool will accept no liability or responsibility for the data or for its accuracy. General Audit Tool sole responsibility and your sole remedy for any failure of the Service to conform to this warranty shall be General Audit Tool commercially reasonable efforts to remedy any error in the Service so as to conform to the warranty within a reasonable time after you notify General Audit Tool of the error, or, in the event that General Audit Tool is unable to remedy the error, General Audit Tool shall refund to you the fees paid by you, if any, with respect to the period during which the Service failed to operate in accordance with the limited warranty. Neither General Audit Tool nor its licensors make any warranties with respect to third party software included in the Software. EXCEPT FOR THE FOREGOING WARRANTY, General Audit Tool PROVIDES THE SERVICE AND SOFTWARE TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY General Audit Tool EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SERVICE OR SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. General Audit Tool LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE. IN NO EVENT SHALL General Audit Tool BE LIABLE FOR ANY BREACH OF THIS AGREEMENT TO THE EXTENT SUCH BREACH IS OUTSIDE ITS REASONABLE CONTROL
17. PUBLICITY, CONTACT. Either party may use the other party’s name and/or logo (the “Marks”) on its website, customer or vendor list (as applicable) or other marketing materials to refer to the relationship between the parties pursuant to this Agreement. All such use shall be in accordance with the usage policies and guidelines of the party owning the Marks and provided in writing to the other party. If the owner of the Marks objects to any such use or wishes to revoke its permission to use its Marks hereunder, the other party shall cease any such use promptly after receiving notification. Neither party’s use of the other party’s Marks implies or confers any endorsement by either party. From time to time General Audit Tool may pass the Administrator contact details to one or more of it’s official resale partners with a view to that partner contacting the Administrator directly or may use such contact details themselves, the customer hereby gives consent for the transfer of such contact details for the sole purpose of engaging the customer on the customer’s use of the General Audit Tool. The customer agrees that the contact details provided to the tool may be used for the purpose of General Audit Tool sending reports and or newsletters and or other items of communication.
18. Limitation of Liability. IN NO EVENT SHALL General Audit Tool OR ITS LICENSORS OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER AFFILIATES BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT General Audit Tool HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. General Audit Tool MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT OF THE FEES YOU HAVE PAID FOR THE SERVICE PROVIDED UNDER THIS AGREEMENT.
THE CONSIDERATION TO BE RECEIVED BY General Audit Tool HEREUNDER DOES NOT INCLUDE COMPENSATION FOR ASSUMING OR INSURING ANY OF THE RISKS AND LIABILITIES DISCLAIMED BY General Audit Tool. THE LIMITATIONS AND DISCLAIMERS PROVIDED IN THIS SECTION ARE INTENDED TO PREVAIL OVER ANY PROVISION HEREIN TO THE CONTRARY.
119. PAYMENT. Customer will pay General Audit Tool according to the fee schedule set in each Schedule of Services. If Customer’s usage significantly exceeds “normal usage,” defined as (a) an average of 5000 files per user in the domain and (b) maximum of 100 audits, policies or notifications per domain and (c) a maximum of 10 scans per day, then General Audit Tool reserves the right to reasonably increase fees after a good faith negotiation with Customer.
20. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of Ireland. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You and General Audit Tool agree that the courts of Ireland shall have exclusive jurisdiction over any disputes arising in connection with the Service or this Agreement, and each party hereby submits to jurisdiction and venue of such courts.
21. Complete Agreement. Except as expressly provided herein, this Agreement constitutes the entire agreement between you and General Audit Tool in relation to the Service, and supersedes all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and General Audit Tool relating to the Service and Software, and may only be modified in writing signed by you and General Audit Tool. You may not assign this Agreement or any right or license hereunder without the prior written consent of General Audit Tool. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, the remaining terms shall survive and be enforced to the maximum extent permissible by law. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.