Terms of Service

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TERMS FOR USE OF KIRKPATRICKPRICE AWS SCAN (the “Scan”)

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

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


1. General

KirkpatrickPrice offers the Scan as a convenience to you, “as-is” “as available,” with no warranties express or implied.

While KirkpatrickPrice strives to implement AWS security best practices, KirkpatrickPrice gives no assurance and takes no liability as to the security, reliability or continuity of the Scan or any systems or records maintained by KirkpatrickPrice, its agents, its contractors or any other party.

Kirkpatrickprice disclaims any and all liability for information or knowledge reported to you or others through the Scan.

KirkpatrickPrice disclaims any and all liability for any damage caused by the Scan.

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

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

 

2. Backup

You are responsible for maintaining a backup copy of any data or knowledge to which you grant access through the Scan or through audits by KirkpatrickPrice. KirkpatrickPrice has no obligation to return or destroy data or knowledge.

 

3. Your Representations, Warranties and Obligations

You represent and warrant that:

(a) All the data and knowledge to which you grant access through the Scan or through audits by KirkpatrickPrice are true and accurate to the best of your knowledge; and

(b) You have authority to grant access to the data and knowledge through the Scan and/or to the audits.

If you determine that any of the foregoing representations and warranties are not true or accurate, you will promptly so notify KirkpatrickPrice in writing delivered on paper.

You will use the Scan and grant access to it only for lawful purposes.

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

If you give someone else (such as an employee, an auditor, a regulator or a compliance manager at your organization) access to the Scan or your data, account or log-on credentials, you assume full risk and responsibility for the consequences. You should think carefully before you do that.

 

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) a misrepresentation in Section 3 above;

(b) a violation of any obligation in Section 3 above;

(c) a risk or responsibility you assumed under Section 3 above; or

(d) reliance by any party on the Scan or knowledge from the Scan.

 

5. Reviews, Access and Competition that Are Not Permitted

You will not use the Scan so that you can charge others fees to review their data or knowledge or so you can conduct a review that is not connected with an audit or review by KirkpatrickPrice. 

You will not use any evidence or information you access in the Scan 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 Scan to advance a business (such as an audit practice) that competes with KirkpatrickPrice.

 

6. Monitoring, Reviewing, Recording

KirkpatrickPrice, and its officers, agents, employees and contractors:

(a) may monitor and record all activities in the Scan;

(b) may review and store the data and knowledge available through the Scan or through audits by KirkpatrickPrice; and

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

 

7. Sharing and Re-using Data, Records and Access

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

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

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

(b) KirkpatrickPrice may use and review your data, records, access and knowledge 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. Additional Disclaimers; Reference to Separate Engagement Contract

Nothing in or from the Scan 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 Scan 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 Scan are copyrighted © by KirkpatrickPrice. All rights are reserved.

The format, appearance, concept, methods, functionality and expressions of the Scan 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.

 

10. Attorneys Fees

You agree to pay attorneys fees and costs incurred by KirkpatrickPrice to enforce these Terms against you or your agents, employees or contractors.

 

11. Miscellaneous

Violation of these Terms constitutes, among other things as applicable, trespass, breach of contract, infringement of intellectual property 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. If there is a conflict between these Terms and other terms or policies published at kirkpatrickprice.com, then these Terms control.

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

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

These Terms are governed by the laws of the state of Florida, without regard to its conflicts of law rules.

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