Caseware Cloud Services Terms of Use

IMPORTANT NOTICE: PLEASE READ THIS CAREFULLY AND BE SURE YOU UNDERSTAND THESE TERMS OF USE (the "ToU") BEFORE YOU ACCEPT ITS PROVISIONS. CASEWARE CLOUD LTD. ("CWC") IS WILLING TO PROVIDE YOU WITH ITS SOFTWARE AS A SERVICE (THE "CASEWARE CLOUD SERVICES") ONLY IF YOU ACCEPT ALL OF THE PROVISIONS OF THIS ToU. BY USING THE CASEWARE CLOUD SERVICE, YOU ARE AGREEING WITH THE FOLLOWING PROVISIONS ON BEHALF OF YOURSELF, AND ON BEHALF OF ANY OTHER ENTITY FOR WHICH YOU ARE USING THE CASEWARE CLOUD SERVICES. IF YOU DO NOT AGREE TO THESE PROVISIONS, DO NOT USE THE SOFTWARE OR THE CASEWARE CLOUD SERVICES.

1. WARRANTIES AND INDEMNITIES

1.1 Caseware Cloud Services is software as a service provided by CWC by way of the internet. You (hereinafter "You") expressly acknowledge that the Caseware Cloud Services may contain, or be prone to bugs, errors or other problems that could cause loss of data stored in the platform (including data input by you or produced for you by the Caseware Cloud Services – hereinafter "Subscriber Data"), inconsistent performance, incorrect results and other failures including, but not limited to system interruptions and data loss.

1.2 CASEWARE CLOUD SERVICES INCLUDING ANY ASSOCIATED DOCUMENTATION ARE PROVIDED "AS IS". TO THE EXTENT AUTHORIZED BY LAW, CWC MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE CASEWARE CLOUD SERVICES OR DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CWC ALSO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATING TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, OR ABILITY TO INTEGRATE THE CASEWARE CLOUD SERVICES WITH OTHER PRODUCTS OR SERVICES.

1.3 CWC MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CASEWARE CLOUD SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE CASEWARE CLOUD SERVICES OR THAT THE CASEWARE CLOUD SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CASEWARE CLOUD SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE CASEWARE CLOUD SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE CASEWARE CLOUD SERVICES REMAINS WITH YOU. CWC DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. CWC CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE CASEWARE CLOUD SERVICES. USE IS AT YOUR OWN RISK.

1.4 You agree to indemnify, defend and hold harmless CWC, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising from your use of the Caseware Cloud Services, your violation of this agreement or the infringement or violation by you of any intellectual property or other right of any person or entity or applicable law.

1.5 CWC does not represent or warrant, and disclaims any representation or warranty that:

1. the Caseware Cloud Services will meet Your requirements;
2. provision of the Caseware Cloud Services will be continuous, timely, secure or uninterrupted;
3. data will not be lost or altered by reason of defect in the Caseware Cloud Services or any computing resources, as made available by CWC, its affiliates, subcontractors or designees, whether by reason of negligence or not;
4. the Caseware Cloud Services will be error free;
5. errors resulting from use of the Caseware Cloud Services will be corrected;
6. the Caseware Cloud Services will accept data from, provide data to, or otherwise operate in conjunction with any other software program; and
7. security measures used in the provision of the Caseware Cloud Services will meet your requirements.

2. USE OF THE CASEWARE CLOUD SERVICES

2.1 In connection with these ToU and subject to the restrictions set forth herein, CWC hereby grants to you, a personal, revocable, royalty-free, limited, non-exclusive, non-transferable license to use the Caseware Cloud Services as provided by CWC exclusively for your benefit.

2.2 CWC reserves the right in its sole discretion to edit, add to or delete any of the documentation, services, data files or other components of the Caseware Cloud Services from time to time without prior notice. Furthermore, CWC shall have the right at any time and from time to time to modify the Caseware Cloud Services or components thereof as CWC may determine in its sole discretion.

2.3 You acknowledge and agree that CWC may discontinue the provision of the Caseware Cloud Services to you at any time without notice, and terminate the ToU.

2.4 You acknowledge and agree that no product or service of CWC or its affiliates (including other Cloud Services) other than the Caseware Cloud Services as provided by CWC shall be deemed to have been licensed, or provided to You under the ToU.

2.5 You shall have no right to grant any rights to the Caseware Cloud Services or any component(s) thereof.

2.6 Except for the rights granted to You hereunder, You shall have no right, title or interest in and to the Caseware Cloud Services or any component(s) thereof, including, without limitation, the Documentation, or to any of the patents, copyrights, trade secrets, trademarks, mask works, inventions, source code, object code, listings and documentation related thereto, together with all revisions, modifications, alterations, and derivative works thereof in all forms.

2.7 You shall not perform, or aid others in performing, penetration tests, DDoS attack test or any kind of security test on the Caseware Cloud Services.

2.8 When accessing the Caseware Cloud Services, you agree that you will:

1. properly identify yourself using user credentials registered with CWC;
2. not misrepresent your identity or authorization to act on behalf of others;
3. not use, misuse or otherwise access the Caseware Cloud Services in any way which may impair the functionality of the Caseware Cloud Services or impair the ability of other users to use services provided by CWC or impair the ability of CWC to deliver Caseware Cloud Services to others;
4. not attempt to view, access or copy any material or data other than that to which you have been authorized to access;
5. not extract data or store data output by Caseware Cloud Services solely for display;
6. correctly identify the sender of all electronic transmissions sent through Caseware Cloud Services;
7. not modify the Caseware Cloud Services as provided by CWC in any way (including without limitation, modifying any services);
8. not use the Caseware Cloud Services in a manner to transmit, input or store any data that breaches any third party right (including intellectual property rights and privacy rights) or that is objectionable, incorrect or misleading;
9. not disassemble, decompile, copy, reverse engineer, translate or make derivative works of any software, protocols or other components used as part of, or in the delivery of the Caseware Cloud Services;
10. use Caseware Cloud Service for lawful purposes only, and in accordance with any applicable legislation or administrative rule; and
11. comply with any additional terms of use on a CWC website, as updated from time to time by CWC.

2.9 You further agree that you will not attempt to compromise the functionality, security or integrity of the Caseware Cloud Services or any infrastructure used in its delivery, or assist others in so doing. You also agree to reasonably assist CWC in preventing unauthorized access to, or use of, the Caseware Cloud Services provided by Caseware.

3. TERM

3.1. The term of these ToU shall commence upon the your acceptance of the ToU and shall terminate upon the earlier of (i) termination of this ToU by CWC for any reason (including breach of any of its terms) (ii) discontinuation of the provision of the Caseware Cloud Services to you; (iii) termination of any applicable Caseware Cloud Services agreement between CWC and you, your employer, or the party for whom you act.

3.2 Upon any expiration or termination of these ToU, the rights and licenses granted to you under these ToU or otherwise shall immediately terminate, and you shall immediately cease using the Caseware Cloud Services. Upon termination or expiration Caseware shall cease providing the Caseware Cloud Services to you, and will cease providing you access to the Caseware Cloud Services. Upon termination, Caseware shall have no obligation to maintain data input by you using the Caseware Cloud Services (including any data relating to your customers), and may arrange for the immediate deletion of such data associated with the Caseware Cloud Services.

4. LIMITATION OF LIABILITY

4.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE) SHALL CWC, ITS AFFILIATES OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF CASEWARE CLOUD SERVICES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, DISCLOSURE OF INFORMATION OR DATA, LOSS OF DATA, OR ANY AND ALL COMMERCIAL DAMAGES OR LOSSES, EVEN IF CASEWARE OR AN AFFILIATE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER CASEWARE, ITS AFFILIATES NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY ON ACCOUNT OF LOSSES OR DAMAGES SUFFERED AS A RESULT OF FINANCIAL STATEMENTS OR OTHER RECORDS PREPARED IN WHOLE OR IN PART WITH THE CASEWARE CLOUD SERVICES BEING INACCURATE OR NOT CONFORMING TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, HOWSOEVER ARISING.

5. PRIVACY

5.1 You agrees that the Caseware Privacy Policy as modified from time to time, shall be applicable to you. The Privacy Policy can be found on https://www.caseware.com/generic/privacy-policy-caseware-cloud.

5.2 Caseware may collect data as the result of your use of the Caseware Cloud Services. Such information may be used as set out in the Privacy Policy for among other things, to improve CWC product offerings.

5.3 You agree, and represent that you have obtained all necessary consent and rights from persons to provide, store or access data (including any data including information relating to an identified or identifiable natural person who can be identified, directly or indirectly from the data), and to allow CWC or its designee or subcontractor to do so, including any required consents and permissions from those whose personal information or other data you will be hosting using the Caseware Cloud Services, in accordance with applicable laws.

6. MISCELLANEOUS

6.1 These ToU and any applicable Caseware Cloud Services Agreement between you, your employer, or the party for whom you act in using the Caseware Cloud Services, set forth all of the your rights to use the Caseware Cloud Services, and make up the entire agreement between you and Caseware with respect thereto. These ToU supersedes any other communications, representations or advertising relating to the Caseware Cloud Services. To the extent that any provisions of this ToU are inconsistent with the provisions of any applicable Caseware Cloud Services Agreement, the provisions of the Caseware Cloud Services Agreement will prevail.

6.2 You may not assign their rights under this ToU without the express written permission.

6.3 If any provision of this ToU is held invalid, the remainder of this ToU shall remain in full force and effect. To the extent that an otherwise invalid provision can be construed so as to be valid, that provision shall be so construed.

6.4 All rights not expressly set forth hereunder are reserved by CWC.

6.5 The descriptive headings in this ToU have been inserted for convenience and shall not limit or otherwise affect the construction or interpretation of this license.

6.6 No provision hereof shall be deemed waived unless there is a written waiver signed by an authorized CWC representative.

6.7 As between you and CWC, you acknowledge that CWC shall own all Intellectual Property Rights in and related to the Caseware Cloud Services and Documentation, including any trademarks used by CWC in association with the Caseware Cloud Services. You agree not to assert any rights, or claim to rights (including any Intellectual Property Rights) in any Cloud Services provided by CWC and Documentation. You will not, directly or indirectly challenge, limit, jeopardize or interfere with CWC's ownership of and title in and to all Intellectual Property Rights relating to Cloud Services, nor will you challenge the validity of such rights, or permit or assist any person to do any of the foregoing.

6.8 The ToU shall be governed by and construed under the law applicable to agreements between residents of the Province of Ontario, Canada entered into and to be performed within Ontario, Canada (excluding any choice of law). You irrevocably and exclusively attorn to the jurisdiction of the courts of the Province of Ontario.

6.9 Export laws and regulations of relevant jurisdictions may apply to the Caseware Cloud Services. You agree that you will comply with all relevant export laws and regulations in your use of the Caseware Cloud Services.