TERMS FOR USE OF KirkpatrickPrice ONLINE AUDIT MANAGER™ (the “Portal”)

These Terms apply to everyone who uses the Portal. Your use of the Portal constitutes your agreement to these Terms. KirkpatrickPrice grants access to the Portal only on the condition that you agree to these Terms.

“You” and “Your” refers to both the individual using the Portal and the enterprise the individual represents or works under.

  1. General

    KirkpatrickPrice offers the Portal as a convenience to you, “as-is”, with no implied warranties.

    KirkpatrickPrice gives no assurance and takes no liability as to the security, reliability or continuity of the Portal or any systems or records maintained by KirkpatrickPrice, its agents or its contractors.

    Like other institutions, KirkpatrickPrice cares deeply about security and invests to keep the Portal secure; however, as many other institutions have demonstrated, computer security can never be assured.

    KirkpatrickPrice may terminate the Portal and/or destroy records at any time, without notice. KirkpatrickPrice may terminate access to the Portal at any time, without notice.

  2. Backup

    You are responsible for maintaining a backup copy of any data you submit through the Portal or to audits by KirkpatrickPrice. KirkpatrickPrice has no obligation to return or destroy data.

  3. Your Representations, Warranties and Obligations

    You represent and warrant that:

    All the data you submit through the Portal or to audits by KirkpatrickPrice is true and accurate to the best of your knowledge; and

    You have authority to submit the data through the Portal and/or to the audits.

    If after submitting data you determine it is not true or accurate, you will promptly so notify KirkpatrickPrice in writing.

    You will use the Portal only for lawful purposes.

    You will not submit through the Portal, or to audits, personally identifiable information (such as patient information or customer credit card information), although you may submit contact and title information about business officers and representatives as appropriate.

    You agree to use the Portal only for its intended purpose. You will not attempt to hack the Portal or exceed your authority in it. You will not disclose your Portal log-on credentials to unauthorized people.

    If you give someone else (such as an employee, a regulator or a compliance manager at your bank) access to your data, account or log-on credentials at the Portal, you assume full risk and responsibility for the consequences. You should think carefully before you do that. These Terms apply to any person who accesses the Portal.

  4. Indemnification

    You will indemnify KirkpatrickPrice, and its officers, owners, employees, agents and contractors, and hold them harmless from any costs, losses or damages they incur, including attorneys’ fees and costs, as a consequence of:

    a misrepresentation in Section 3 above;

    a violation of any obligation in Section 3 above; or

    a risk or responsibility you assumed under Section 3 above.

  5. Reviews, Access and Competition that Are Not Permitted

    You will not invite or require others to load data into the Portal so that you can charge them fees to review their data or so you can conduct a review that is not connected with an audit by KirkpatrickPrice. You will not use any evidence or information you access in the Portal to attempt to collect money from KirkpatrickPrice, its owners, officers, agents, employees or contractors, or to enjoin them from or about anything they do.

    You will not use the Portal to advance a business (such as an audit practice) that competes with KirkpatrickPrice.

  6. Monitoring, Reviewing, Recording

    KirkpatrickPrice, and its agents, employees and contractors:

    may monitor and record all activities in the Portal;

    may review and store the data you submit through the Portal or to audits by KirkpatrickPrice; and

    may use and disclose data, records, and knowledge for law enforcement, protection of KirkpatrickPrice’s rights and interests or other lawful purposes.

  7. Sharing and Re-using Data and Records

    If a user of the Portal gives you access to its data in the Portal, then you agree to treat the data as confidential and proprietary to the user, consistent with the purpose for which access was given.

    Consistent with engagements for KirkpatrickPrice to conduct professional audits and reviews:

    KirkpatrickPrice may share your data and records with others (such as other auditors who need to audit you); and

    KirkpatrickPrice may review your data and records to audit you on behalf of other parties who have engaged KirkpatrickPrice, even though you may not have been informed that the other parties have engaged KirkpatrickPrice.

  8. Disclaimers; Reference to Separate Engagement Contract

    Nothing in the Portal constitutes audit, legal or consulting advice to you. If you need such advice, you should hire the appropriate professional(s). The fact that KirkpatrickPrice gives you permission to use the Portal does not in itself mean that KirkpatrickPrice has agreed to provide you audit, legal or consulting services.

    If KirkpatrickPrice does provide any audit or consulting services to you, those services are governed by a separate engagement contract between you and KirkpatrickPrice. Please consult that other contract for the terms of service, including any professional responsibilities applicable to KirkpatrickPrice.

  9. Intellectual Property and Non-Disclosure

    The format, appearance and expressions of the Portal are copyrighted © by KirkpatrickPrice. All rights are reserved.

    The format, appearance, concept, functionality and expressions of the Portal are proprietary to KirkpatrickPrice, and they are intellectual property belonging to KirkpatrickPrice. They are trade secrets of KirkpatrickPrice. You agree not to copy, disclose or reuse them, and you agree not to help others do those things.

    KirkpatrickPrice uses these and other marks to refer to the Portal:

    • Online Audit Manager™
    • onlineauditmanager.com™
    • Online Compliance Portal™
    • PCI Audit Manager™
    • SSAE 16 Audit Manager™
    • Compliance Audit Manager™
    • FISMA Audit Manager™
    • HIPAA Audit Manager™
    • Internal Audit Manager™
    • ISO Audit Manager™
    • Online Compliance Manager™
    • Security Audit Manager™
    • SOC Audit Manager™
    • SOX Audit Manager™
    • Vendor Audit Manager™
    • CFPB Audit Manager™
    • KP20.com™
  10. Attorneys Fees

    You agree to pay attorneys fees and costs incurred by KirkpatrickPrice to enforce these Terms against you.

  11. Miscellaneous

    Violation of these Terms constitutes, among other things as applicable, trespass, breach of contract, misappropriation of trade secrets and access to a computer without authority.

    These Terms may be superseded by other terms or agreements explicitly, formally entered in writing between you and KirkpatrickPrice.

    KirkpatrickPrice reserves the right to change these Terms at any time by publishing the new terms in the Portal. It is your responsibility to reread the Terms as you use the Portal from time to time.

    If you have agreed to pay any fees or expenses to KirkpatrickPrice, then your use of the Portal constitutes confirmation of that agreement.

    “You” and “Your” do not refer to KirkpatrickPrice, its officers, owners or employees, or anyone working on behalf of KirkpatrickPrice.

Version Date: September 15, 2015