Terms of Use
Last Modified: April 1, 2024
Acceptance of the Terms of Use
These Terms of Use are between A-LIGN Compliance and Security, Inc. (“A-LIGN Compliance,” “we,” “our,” or “us”) and you (“You” or “Your”). These Terms of Use contain terms that apply to Your use of A-LIGN Compliance’s proprietary compliance management software system and any further modifications thereto (“A-SCEND”). These Terms of Use apply severally or in addition to the terms set out in the Master Services Agreement between You and A-LIGN Compliance or Price and Associates CPAs, LLC, d/b/a A-LIGN ASSURANCE (“A-LIGN ASSURANCE”) or other agreement with ALIGN Compliance or A-LIGN ASSURANCE governing the provision of services to You (the “Agreement”). If You are entering into these Terms of Use on behalf of a company or entity, then You represent that you have the legal authority to bind that company or entity to these Terms of Use, in which case the terms “You” and “Your” in these Terms of Use shall refer to such company or entity. You may also enter into these Terms of Use as a user authorized by our customer in which case You shall comply with all terms and conditions set forth herein.
By using A-SCEND or by clicking to accept or agree to the Terms of Use when this option is made available to You, You accept and agree to be bound and abide by these Terms of Use, our Privacy Policy, found at https://www.a-lign.com/privacy-policy/, and our Cookie Policy, found at https://www.a-lign.com/cookie-policy/, incorporated herein by reference. If You do not want to agree to these Terms of Use or our Privacy Policy or our Cookie Policy, You must not access or use A-SCEND.
Changes to the Terms of Use
We may revise and update these Terms of Use and other policies from time to time in our sole discretion by notifying you of such changes by any reasonable means, including by posting a revised Terms of Use at our website a-lign.com. The “Last Modified” legend above indicates when these Terms of Use were last changed. All changes are effective the date on which we posted the revised Terms of Use incorporating such changes or otherwise notified You of such changes. Those changes will not apply to a dispute arising prior to the date on which we posted the revised Terms of Use incorporating such changes or otherwise notified You of such changes. Your continued use of A-SCEND following the posting of revised Terms of Use means that You accept and agree to the changes.
Accessing A-SCEND and Account Security
We have the right to disable, suspend or modify A-SCEND, in our sole discretion without notice. We will not be liable if for any reason all or any part of A-SCEND is unavailable at any time or for any period. From time to time, we may restrict access to some or all of A-SCEND or to users.
You are responsible for both:
- Making all arrangements necessary for You to have access to A-SCEND; and
- Ensuring that all persons who access A-SCEND through Your internet connection are aware of these Terms of Use and comply with them. You agree that A-LIGN Compliance is not obligated to inquire as to the authority or propriety of any use or action taken under your password and will not be responsible to You or any third party for any loss that arises from such use or action.
If You choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that Your account is personal to You and agree not to provide any other person with access to A-SCEND or portions of it using Your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of Your username or password or any other breach of security. You also agree to ensure that You exit from Your account at the end of each session. 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.
Processing of Personal Data
Our Privacy Policy and our Cookie Policy, as well as any Data Processing Agreement that is part of the Agreement, govern all aspects of the collection, use, maintenance, and disclosure of personal information and personal data as defined in the relevant data privacy laws (the “Personal Data”) submitted to or uploaded to A-SCEND, including, but not limited to, through the use of any interactive features on A-SCEND.
Grant of license
A-LIGN Compliance grants You a non-exclusive, non-transferable, limited license to use A-SCEND in accordance with the terms and conditions of these Terms of Use.
There is no charge to use A-SCEND unless the relevant Master Services Agreement provides otherwise or You have a separate written agreement providing otherwise, or unless you are notified in advance that these Terms of Use will be updated and the access to and the use of A-SCEND shall be paid on subscription basis. After receiving such notice, You are required to provide A-LIGN Compliance with written notice within a reasonable term prior the entering into force of the updated Terms of Use, should You want to sign-up for the subscription. If written notice is not provided by You to A-LIGN Compliance within the provided term, access to A-SCEND will be disabled after the entering into force of the updated Terms of Use.
A-LIGN Compliance provides You with access to and owns all intellectual property related to A-SCEND. A-LIGN shall have no obligation to retain the data uploaded by You to A-SCEND beyond the expiration of the performance period for a specific engagement.
Your responsibilities
You are required to abide by these Terms of Use and any other terms, conditions, and/or policies of A-LIGN Compliance regarding use of A-SCEND. You shall comply with all A-LIGN Compliance policies including security, technology and risk management policies, rules, and guidelines relating to the use of A-SCEND, otherwise A-LIGN may, in its sole discretion, terminate your use of A-SCEND. A-SCEND is only to be used by You for business purposes. You have no right, title, or interest in A-SCEND or any of the engagement support tools and materials on A-SCEND.
You are responsible for not providing Your username and password to any third party and shall not permit any third party to access or use A-SCEND or use it on behalf of any third party.
It is your responsibility to implement appropriate IT security safeguards and checkpoints for anti-virus protection and accuracy of data input.
Technical factors such as bandwidth, network configurations, and computer settings can affect A-SCEND’s speed and accessibility.
A-LIGN Compliance does not guarantee the continuous, uninterrupted, or error-free operability of A-SCEND, or compatibility with your computer browser or any other part of its computing systems.
You acknowledge that access to A-SCEND may be suspended, limited, denied or disabled at any time and that content uploaded or posted on A-SCEND may not be recoverable. You are solely responsible for all use of A-SCEND and of the content uploaded or posted on A-SCEND.
Data Submitted to A-SCEND
A-LIGN Compliance shall not disclose any data that is submitted or uploaded to A-SCEND (“Data”), except under the following conditions: (i) A-LIGN Compliance has received prior written permission from You to disclose specified Data or there is such permission in the Agreement; (ii) We may access Data in response to a specific technical support request, but only to the extent necessary to respond to the support request; (iii) We may use your contact information to send you notices relating to Your use of A-SCEND; or (iv) We are legally required to do so. Our employees are under strict duties of confidentiality with regard to Data submitted to us. Our obligation to return Data to You and the company You represent, or You are part of, is governed by the terms of these Terms of Use or the respective Agreement or our Privacy Policy and our Cookie Policy. A-LIGN Compliance shall have no obligation to retain the data uploaded by You beyond the expiration of the period required for a specific engagement or for a period longer than the retention period required by applicable law and the Governing Body Standards.
Prohibited Uses
You agree that when using A-SCEND or submitting any materials, content or information to A-SCEND, You will not:
a) except as expressly permitted by these Terms of Use or the Agreement, permit any third party to access or use A-SCEND or its content, or use it on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating as a service bureau or similar service);
b) copy, translate, modify, adapt or create derivative works from A-SCEND or its content;
c) create Internet “links” to A-SCEND or any of its content, or “frame” or “mirror” A-SCEND or any of its content on any other server or wireless or Internet-based device;
d) attempt to discover or gain access to the source code for A-SCEND or reverse engineer, modify, decrypt, extract, disassemble or decompile the software it employs (except to the extent that You are permitted to do so under applicable law in circumstances under which A-LIGN Compliance is not lawfully entitled to restrict or prevent the same, provided A-LIGN Compliance is given prompt advance notice of Your intention to do so);
e) attempt to interfere with the proper working of A-SCEND and, in particular, must not attempt to circumvent security, license control or other protection mechanisms, or tamper with, hack into or otherwise disrupt A-SCEND or any associated website, computer system, server, router or any other internet-connected device;
f) rent, lease, lend, pledge, or directly or indirectly transfer or distribute A-SCEND or any of its content to any third party,
g) obscure, modify, amend or remove any copyright notice, trade mark or other proprietary marking or notice on, or visible during the operation or use of, A-SCEND or any of its content;
h) use A-SCEND to upload, store, post, email, transmit or otherwise make available any content that infringes any intellectual property rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, or that does not comply with all applicable laws and regulations.
i) access data not intended for You or log onto an account that You are not authorized to use; or
j) use A- SCEND or any of its content in a manner that is inconsistent with any and all applicable laws and regulations.
Intellectual Property Rights
A-SCEND and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by A-LIGN Compliance, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit A-SCEND or any of the material on A-SCEND.
If You print, copy, modify, download, or otherwise use or provide any other person with access to any part of A-SCEND in breach of the Terms of Use, Your right to use the A-SCEND will stop immediately and You must, at our option, return and/or securely destroy any copies of the materials You have made. No right, title, or interest in or to A-SCEND or any content on A-SCEND is transferred to You, and all rights not expressly granted are reserved by the A-LIGN Compliance. Any use of A-SCEND not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
Third Party Content, Services and Websites
A-SCEND may enable You to link to, transfer Your content to, or otherwise access third parties’ websites, platforms, content, products, services or information (“Third Party Services”). We do not control and are not responsible for such Third Party Services. You acknowledge that we shall have no responsibility or liability for the content or legality of any Third-Party Services or for the practices of the respective third-party sponsors, advertisers and publishers. You are solely responsible for complying with the terms of access and use of Third Party Services. If You transfer or cause the transfer of Your content from A-SCEND to a Third Party Service or other location, that transfer constitutes a distribution by You and not by us.
Feedback
You may, from time to time, provide suggestions, comments, feedback or other input (“Feedback”) with respect to A-SCEND. For all Feedback, You hereby grant to A-LIGN Compliance and its affiliates a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable license, without additional consideration to You or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose.
Disclaimer
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR ANY CONTENT YOU UPLOAD OR POST TO A-SCEND AND YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS A-LIGN COMPLIANCE FROM AND AGAINST ALL CLAIMS, ACTIONS, DAMAGES, FINES AND PENALTIES, SANCTIONS, AWARDS AND ANY OTHER EXPENSES (INCLUDING BUT NOT LIMITED TO STATE FEES, COURT FEES AND LEGAL EXPENSES) INCURRED BY A-LIGN COMPLIANCE AND ARISING OUT OF OR IN CONNECTION WITH ANY CONTENT UPLOADED OR POSTED BY YOU ON A-SCEND.
YOU ACKNOWLEDGE AND AGREE THAT A-LIGN COMPLIANCE CANNOT ASSUME MANAGEMENT RESPONSIBILITY IN THE DESIGN, DEVELOPMENT OR IMPLEMENTATION OF POLICIES, PROCEDURES, OR INTERNAL CONTROLS AND THAT A-SCEND IS NOT INTENDED TO BE COMPREHENSIVE FOR ALL ORGANIZATIONS AND IS NOT DESIGNED TO BE THE SYSTEM OF RECORD FOR AUDIT ENGAGEMENTS.
YOU UNDERSTAND THAT YOU ARE RESPONSIBLE FOR MAINTAINING A MEANS EXTERNAL TO A-SCEND FOR ANY RECONSTRUCTION OF ANY LOST OR UNRECOVERABLE DATA. WE ARE NOT RESPONSIBLE FOR RECOVERING OR PROVIDING TO YOU ANY CONTENT UPLOADED OR POSTED ON A-SCEND.
WHILE WE TAKE REASONABLE STEPS TO SECURE A-SCEND AND OUR WEBSITE FROM COMPUTER VIRUSES, MALWARE, AND OTHER HARMFUL TECHNOLOGICAL MATERIAL, WE CANNOT GUARANTEE THAT OUR SERVICES WILL BE COMPLETELY SECURE OR FREE FROM BUGS OR VIRUSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL LIABILITY FOR ANY LOSS, COST, DAMAGE, OR OTHER CONSEQUENCES YOU MAY SUFFER DUE TO VIRUSES, MALWARE, OR OTHER HARMFUL MATERIAL THAT YOU MAY ENCOUNTER WHILE USING A-SCEND, ACCESSING OUR CONTENT, OR AS A RESULT OF DOWNLOADING MATERIALS FROM, OR USING ANY LINKED WEBSITE. YOU ARE RESPONSIBLE FOR CONFIGURING YOUR INFORMATION TECHNOLOGY, COMPUTER PROGRAMS, AND PLATFORM TO ACCESS A-SCEND AND OUR SERVICES. YOU SHOULD USE YOUR OWN VIRUS PROTECTION SOFTWARE AND TAKE ANY OTHER NECESSARY PRECAUTIONS TO PROTECT YOURSELF AGAINST HARMFUL MATERIAL.
YOUR USE OF A-SCEND, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH A-SCEND IS AT YOUR OWN RISK. A-SCEND AND ITS CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER A-LIGN COMPLIANCE NOR ANY PERSON ASSOCIATED WITH A-LIGN COMPLIANCE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, RELIABILITY, QUALITY, ACCURACY, INTEROPERABILITY, COMPATIBILITY OR AVAILABILITY OF A-SCEND OR ITS CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER A-LIGN COMPLIANCE NOR ANYONE ASSOCIATED WITH A-LIGN COMPLIANCE REPRESENTS OR WARRANTS THAT A-SCEND OR ITS CONTENT, (I) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR (II) WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PROVIDED BY LAW, A-LIGN COMPLIANCE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Termination of use
A-LIGN reserves the right to terminate your access to A-SCEND for any reason, including in the event A-LIGN becomes aware of any unauthorized use of A-SCEND by you or breach by you of these Terms of Use.
General Terms
These Terms of Use and Your use of A-SCEND shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.
By installing, copying, or otherwise using A-SCEND, You acknowledge that You have read these Terms of Use, understand them, and agree to the terms contained herein.
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