CSI DocVault™ Terms of Use

CSI DOCVAULT™ TERMS OF USE
					
By registering with Compliance Science, Inc. ("CSI") for use of its CSI DocVault™ (the "Service") you agree to be bound by these Terms of Use (this "Agreement").  This Agreement applies to CSI DocVault™, and any uses of the Service including updates that you use while this Agreement is in force; all CSI DocVault™ software or updates are referred to herein as the "Service". This Agreement is subject to change at any time by CSI and shall be effective immediately upon notice thereof. Your use of the Service after such notice is given will constitute your acceptance of and agreement to such changes. 

1. Acceptance of Terms of Use Agreement. 
(a) This Agreement is an electronic contract that sets out the legally binding terms of your use of the Service. By registering with CSI you consent to have this Agreement provided to you in electronic form, accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
(b) To retain an electronic copy of this Agreement, you may save it into any word processing program. CSI will give you notice of any changes in the hardware or software requirements needed to access and/or retain this Agreement that create a material risk that you will not be able to continue to access and/or retain this electronic Agreement. 

2. Authority.
By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. 

3. Warranty Disclaimer.
CSI does not warrant or make representations of any kind regarding the use, validity, accuracy of information, or reliability of content and materials, including but not limited to Service checklists, found on the Service.  All content and materials found on the Service are provided "as is" and without warranties of any kind either express or implied.  

4. Limitation of Liability; Indemnification.
Except in jurisdictions where such provisions are restricted, in no event will CSI be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including also lost profits arising from your use of the Service, even if CSI has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, CSI's liability for direct damages will be limited at all times to an amount equal to your Service subscription fee for one (1) month. 
You agree to indemnify and hold CSI, CSI's subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.

5. Notice.
Notice will be sent to you at the email address provided in your subscription application, or such other email address as you may later provide to CSI.

6. Termination; Access Restriction.
(a) You may terminate your subscription at any time, for any reason, by following the instructions on the 'My Account' page. NO REFUND(S) WILL BE GIVEN if you terminate your subscription, however, your subscription will remain active until the end of your then-current period (that is, the subscription period through which you had paid prior to your termination).
(b) CSI retains the option, at its sole discretion, to terminate your subscription with or without cause.  CSI is not required to, and may be prohibited, from disclosing a reason for the termination of your subscription.  
(c) SHOULD CSI DECIDE TO TERMINATE YOUR SUBSCRIPTION FOR BREACH OF THIS AGREEMENT YOU WILL NOT BE ENTITLED TO ANY REFUND OF UNUSED SUBSCRIPTION FEES. However, depending on the severity of the breach, CSI may at its discretion give you notice to cure the breach and/or suspend your subscription until such breach is cured. 
(d) Should CSI decide to terminate your subscription for reasons other than breach of this Agreement or elect not to renew your subscription at the end of your term, CSI will give you 60-days notice to download and retrieve any uploaded content.
(e) This Agreement will remain in effect even after your subscription is terminated.  All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
(f) In order to protect the integrity of the Service, CSI reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Service.

7. Modification, Suspension, Discontinuance of Service.
CSI reserves the right at any time to modify or temporarily suspend the Service (or any part thereof) without notice.  60-days notice will be given in the event CSI discontinues the Service (or any part thereof) permanently and a pro rata refund of unused subscription fees may be given.  You agree that CSI shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. 

8. Security; Access Restriction
You are responsible for maintaining the confidentiality of the username and password that you designate during the Registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify CSI of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. CSI will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have linked your Microsoft .Net Passport or AOL ScreenName to your account. 

9. Confidentiality.
CSI acknowledges that it will not communicate, disclose or make available all or any part of your posted content to any third part except to such CSI employees, agents, contractors, consultants or representatives who have executed confidentiality agreements that require such individuals neither to use nor disclose any confidential information that they receive.  CSI shall establish, maintain, and employ commercially reasonable safeguards to provide for the integrity and security of the Service from destruction, loss, alteration, or misappropriation.  Such safeguards shall include, without limitation, physical security, password protections, and firewalls.

10.  Acceptable Use. 
Your use of the Service, including but not limited to the content you publish or display (hereinafter, "post") on the Service, must be in accordance with any and all applicable laws and regulations. You are solely responsible for the content that you post on the Service. You will not post on the Service any illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). Illegal and/or unauthorized uses of the Service may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. CSI may delete uploaded content in compliance with a judicial proceeding, court order, service of legal process or to satisfy any applicable law, regulation and/or governmental request.

11. Subscriptions; Charges on Your Billing Account. 
(a) CSI bills you through an online account (your "Billing Account") for use of the Service. You agree to pay CSI all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize CSI to charge your chosen payment provider (your "Payment Method") for the Service. You must be authorized to use your Payment Method.  You agree to make payment using that selected Payment Method. CSI reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. 
(b) Subscription plans to the Service may consist of recurring periodic charges as agreed to by you. By entering into this Agreement, you acknowledge that your subscription may have a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. CSI MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (CONFIRMED IN WRITING UPON REQUEST BY CSI) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. YOUR NOTICE TO CSI WILL NOT AFFECT CHARGES SUBMITTED BEFORE CSI REASONABLY COULD ACT ON YOUR REQUEST. 
(c) YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY CSI IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE CSI ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT CSI MAY CONTINUE CHARGING YOUR PAYMENT METHOD FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY CSI). 
(d) The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If CSI does not receive payment from your Payment Method Provider, you agree to pay all amounts due on your Billing Account upon demand. 
(e) If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and CSI shall provide, notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. Any agreement you have with your Payment Method Provider will govern your use of your Payment Method. You agree that CSI may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle. 
(f) Your subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate. If you cancel, you may use your subscription until the end of your then-current subscription term; and your subscription will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. 
(g) Your non-termination or continued use of the Service reaffirms that CSI is authorized to charge your Payment Method. CSI may submit those charges for payment and you will be responsible for such charges. This does not waive CSI's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service. 

12. Copyright and Trademark.
CSI owns and retains all proprietary rights in the Service. The Service contains copyrighted material, trademarks, and other proprietary information. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.

13. Third Party Beneficiaries.
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. 

14. Dispute Resolution; Governing Law.
If there is any dispute arising out of the this Agreement and your use of the Service you expressly agree that any such dispute shall be governed by the laws of the State of New York, and you expressly agree and consent to the exclusive jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in New York.

15. Assignment
CSI may assign the Service, in whole or in part, at any time with or without further notice.  You may not assign this Service, or any part thereof, to any other person.  Any attempt to do so voids your use of the Service.  You may not transfer to anyone else, either temporarily or permanently, any rights to use the Service or any part of the Service. 

16. Entire Agreement; Severability.
This Agreement contains the entire agreement between you and CSI regarding the use of the Service and supersedes all prior or contemporaneous communication with respect to the Service.  If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect