Audit Executive Center Terms and Conditions
IIA ACCESS AGREEMENT FOR AUDIT EXECUTIVE CENTER
Publication Date: May 18, 2010
1. Acceptance. Welcome to the Audit Executive Center (Center) found at www.theiia.org/cae, hereinafter referred to as the “Site”. This Agreement applies to all other IIA, Inc. sites that are accessible through the Site. This Agreement states the terms and conditions of the Site. Please review this Agreement carefully. By accessing, browsing, or using the Site (“Use”), all users and viewers acknowledge acceptance of the terms and conditions listed in this Agreement. Your ability to use this Site constitutes consideration for your entering into this Agreement. If you do not accept the terms and conditions listed in this Agreement, you may not use the Site. In this Agreement, the words “you”, “your” and “user” mean either (i) the Company that is subscribing to the Center and/or (ii) individual subscribers. The terms “The IIA”, “we”, “us” and “our” mean The IIA, Inc.
You agree that The IIA may modify or change the terms and conditions of this agreement from time to time at its sole discretion. It is your responsibility to comply with the terms and conditions in effect at all times. Without limiting the generality of the foregoing, you agree that you may be notified of any modifications to this agreement by email or fax, including as part of regular email and/or fax publications, and your continued use of the site or such publications after receiving such notification shall constitute acceptance of such modifications. Furthermore, you acknowledge and agree that, from time to time, The IIA may require you to re-review and expressly accept the terms and conditions in order to access the Site.
The Site and any related services are available to you only if you can form legally binding agreements under applicable law. Minors are restricted from using this Site. If you are a minor, please do not use this Site.
2. License and Limitations on Use. The IIA grants you a limited, non-exclusive, revocable license to view and download a copy of the materials displayed on the Site solely for your personal use or your use for internal purposes within your organization if permitted. The limitations on use are as follows:
The foregoing license may not be assigned or transferred by you to any other person unless The IIA agrees to the assignment or transfer and modifies your account to reflect the new license holder.
This Agreement governs your access to and use of the Site and related content, features or services provided to subscribers (the “Services”). We retain control and ownership of the form and content of the Site and Services. The form and the content of the Site and all the Services may be revised from time to time. We reserve any rights with respect to the Services and the Site not expressly granted in this Agreement.
All trademarks, service marks, and logos (the “Marks”) displayed on the Site or used with the Services are the exclusive property of The IIA. You shall not use the Marks in any manner without The IIA’s prior written consent.
3. Charges and Payment. You shall be charged a subscription fee in the amount set forth in the current fee table as outlined at www.theiia.org.cae. Payment in full of the fees and charges incurred in connection with your account shall be due upon receipt and payable no later than 30 days of the date of invoice. Failure to make timely payment will result in termination of access to the Site. In addition to and separate from any subscription fees, you agree to be responsible for any sales, use, license, transaction or other taxes (excluding taxes based upon our net income) based on this Agreement or the Services provided herein. You acknowledge and agree that we may communicate to you, by fax or email, information concerning charges and payments or any other notices under this Agreement.
4. Subscribers. Provided that you are otherwise in compliance with this Agreement, a Subscriber shall be any specific person (i) who has paid, or on behalf of whom you have paid, the subscription fee stated in the fee table and (ii) who has received a valid username and password for use of the Site. The Services and the Site are licensed on a per user basis. You shall ensure that your Subscribers shall not share usernames and/or passwords with third parties; including other individuals within your organization. It is your responsibility to (a) maintain the confidentiality of your username and password; (b) frequently update and revise your password; and (c) promptly notify us if there is any unauthorized use of your account or any breach of security.
6. Third Party Content and Sites. Third party content may appear on the Site (“Third Party Content”) or may be accessible via links from the Site (“Linked Sites”). The Third Party Content and the Linked Sites are not controlled or monitored by The IIA. The IIA shall not be responsible for and assumes no liability for any third party content or materials. The inclusion of the Third Party Content and the Linked Sites on the Site does not imply any relationship or association between The IIA and the owner of the Linked Sites or any endorsement or sponsorship by The IIA. The IIA includes the Linked Sites solely for your convenience. You are solely responsible for your access of the Linked Sites and Third Party Content. You shall use your own judgment, caution, and common sense in using the Third Party Content and Linked Sites.
7. Indemnification. You acknowledge that our third party content grantors (“Grantors”) hold proprietary rights in content posted on the Site and that your failure to comply with this Agreement will be a material breach of this Agreement and may cause us to breach our related agreements with such Grantors. You agree that you are solely responsible for use of the Site and Services and for all consequences of such use. You further agree to indemnify, defend and hold The IIA, its parents, subsidiaries, affiliates, officers, directors, agents, members, and employees harmless from any claims, liabilities or demands of any third party, including, but not limited to, attorneys’ fees, resulting from or arising out of your Use of the Site, Services, Materials, Submitted Materials or your violation of any terms and conditions of this Agreement.
8. No Warranties; Not Professional Services or Advice; Limitation of Liability.
YOU ACKNOWLEDGE AND ACCEPT THAT YOU ASSUME ALL RISKS RELATED TO OR RESULTING FROM YOUR USAGE, VIEWING, OR ACCESS OF THE SITE AND THE SERVICES.
THE SERVICES, THE MATERIALS, AND THE SITE ARE MADE AVAILABLE ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY SORT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR DUTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE OR FREEDOM FROM ERRORS OR UNINTERRUPTED USE. THIS APPLIES TO ANY AND ALL COPIES OF THE SITE, INCLUDING ALL VERSIONS OR UPDATES THEREOF, AND TO ANY RELATED DATA, SERVICES, ADVICE OR MATERIALS.
YOU ACKNOWLEDGE THAT WE ARE NOT WARRANTING THAT ACCESS TO OR USAGE OF THE SERVICES AND THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM OUR NETWORKS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS WE DEEM APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, WE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS, AND YOU AGREE TO RECOGNIZE THIS DISCLAIMER.
FURTHER, YOU ACKNOWLEDGE THAT THE SITE, SERVICES AND MATERIALS DO NOT SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU UNDERSTAND THAT SOME LAWS, REGULATIONS, GUIDELINES AND OTHER MATTERS ADDRESSED IN THE SITE ARE SUBJECT TO INTERPRETATION AND YOU GAREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR, AND DO HEREBY WAIVE ANY CLAIM AGAINST US AND GRANTOR(S) FOR, ANY AND ALL LOSS, DAMAGE AND EXPENSE (OR CLAIM THEREOF) RESULTING FROM YOUR USE OF THE SITE, SERVICES AND MATERIALS. YOU UNDERSTAND THAT YOUR BUSINESS OR REPORTING SITUATION(S) MAY NOT BE SUITED TO THE CONTENTS OF THE SITE, THAT INDEPENDENT PROFESSIONAL JUDGMENT, ANALYSIS AND ADVICE MUST BE APPLIED TO ANY USE OF THE SERVICES, AND THAT YOU ARE ENCOURAGED TO SEEK PROFESSIONAL ADVICE WITH RESPECT TO ANY APPLICATION OF THE SERVICES TO ACTUAL BUSINESS OR REPORTING MATTERS OR SITUATIONS. YOU AGREE THAT THE AVAILABILITY OF THE SITE, SERVICES AND MATERIALS SHALL NOT BE CONSTRUED AS A RENDERING OF ANY TAX, LEGAL, ATTEST, ACCOUNTING, AUDITING OR OTHER PROFESSIONAL SERVICES OR ADVICE.
In no event shall we be liable in an amount that exceeds the subscription fees that you have paid to us during the calendar year in which the first claim alleging liability hereunder occurred. Further, we shall not be liable for any consequential, incidental, indirect, special or punitive damage, loss, or expense, including damage, loss or expense for lost profits, business interruption or lost revenue or business opportunity, related to the Services, the Site, or this Agreement, even if we have been advised of the possibility or likelihood of such damages. These limitations shall apply in full regardless of the theory of relief asserted (including negligence) and regardless of any assertion that a remedy has failed of its essential purpose.
You understand and agree that the provisions of this Section 8 are for the benefit of The IIA and its affiliates, officers, directors, agents, members, and employees, and the Grantors, and each of their respective directors, officers, partners, representatives, employees and agents. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on his/its own behalf.
9. Term and Termination.
a. Term. If you notify us that you desire to subscribe, this Agreement shall continue in full force and effect for the 12-month period following the date that you provide such notice (“Subscription Date”), subject to our receipt of your subscription fee. You may renew your subscription on the then-current pricing terms for the next subscription period by notifying us of your renewal. We may contact you from time to time, both during and after your subscription, to remind you of the status of your subscription.
b. Termination Of The Services.
i. Termination of the Services by You. You may terminate this Agreement at any time by giving us five days written notice thereof.
ii. Termination of the Services by Us. We may terminate this Agreement at any time upon a breach of any of your obligations under this Agreement, including your failure to pay all fees due under this Agreement in a timely manner. We may terminate this Agreement at any time, without cause, (i) immediately at any time during a Trial Period by providing you with notice of termination, and/or (ii) by providing you five days prior notice of termination. We reserve the right to refuse access to the Site and Services at any time to any Subscriber for any reason. All fees and charges paid are non-refundable regardless of any termination hereof.
10. Assignability. You may not assign this Agreement (including, but not limited by operation of law), nor any of your rights, duties or obligations to any other party. We may assign this Agreement or any of our rights, duties and/or obligations hereunder.
11. User Warranty. You agree to use the Service for your valid purposes in accordance with this Agreement. The Service may not be accessed or used by or on behalf of any business or organization that provides internal audit or risk consulting services or by any business that we determine is our competitor or is not in the best interests of The IIA and/or its affiliates.
12. Entire Agreement; Modification of Agreement. This Agreement is the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, inducements, promises, agreements and other communications, whether written or oral, relating to the subject matter hereof. To the extent that the parties enter into a written agreement respecting the subject matter hereof after the Acceptance Date with terms and conditions that differ from those contained in this Agreement, the terms and conditions of the subsequent agreement shall govern. No modification or amendment of this Agreement that you propose shall be effective or enforceable unless it is in writing and has been executed by our authorized representative.
13. General. You agree that there is no employment, partnership, agency, or joint venture relationship between you and The IIA arising out of or resulting from your Use of the Site or the Services. This Agreement is governed by the laws of the State of Florida, United States of America, without giving effect to any principles of conflict of laws. The IIA does not warrant that this Site or the Services will be lawful outside the United States. If you view, access, submit, or download materials to and from the Site outside the United States, you will be solely responsible for all your actions and assume all risks. You may not use or export any Materials or make any copy or adaptation in violation of any application laws, rules, or regulations, including, but not limited to, U.S. export laws and regulations. The failure or delay by either party to enforce the terms of this Notice shall not be deemed as a waiver of such term. Sections 5, 7, 8 and 9 shall survive any termination of this Agreement for any reason. If any term herein is declared to be void or unenforceable by a tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining terms and conditions shall remain in full force and effect. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Orlando, Florida and must be instituted within one year after the facts giving rise to the claim or cause of action were (or should have been) known, or it is barred. You agree to submit to the jurisdiction of the state of federal court in Orlando, Florida in which any suit involving you and this Agreement is brought.