Audit Alarm Terms of Sale

Please read the following terms and conditions (“Terms”) carefully, as they contain important information about Your rights and Your obligations. The Terms govern and apply to all online transactions for products, services, and/or subscriptions (collectively, “Offering(s)”) with Audit Alarm (“Transaction”) and occurring on Audit Alarm’s websites, such as www.auditalarm.com, AuditAlarm, AuditAlarm Account, and any website operated by or on behalf of Audit Alarm (collectively, the “Site”).

If you are located in the Americas, “Audit Alarm” means Audit Alarm Corporation, a Delaware corporation, maintaining its principal mailing address at 3961 E. Chandler Blvd, #111-301, Phoenix, AZ 85048. United States of America. Any references to “us,” “we,” or “our” being construed accordingly, and “You” or “Your” refers to the individual who has completed a Transaction or submitted an Order through the Site.

Any policy or materials expressly referred to in the Terms are incorporated hereto by reference. The Terms are subject to change and applicable upon the Effective Date. Unless You have otherwise affirmatively agreed to such changes by continuing to use the Site and/or Offerings after the modifications become effective, You agree to be bound by the revised terms. For U.S. Customers agreeing to these Terms, you agree to resolve all disputes with Audit Alarm through small claims courts or through arbitration on an individual basis rather than jury trials or class actions (See Section 17 below). The Terms do not affect any mandatory rights that You have as a consumer under Your applicable law.

1. Order and Acceptance.

1.1 An Order submitted by You constitutes an offer to Audit Alarm to purchase, subscribe, and/or enroll in the applicable Offering(s) pursuant to the Terms and is subject to processing and acceptance by Audit Alarm (“Order”). Your Transaction is complete, and Audit Alarm’s acceptance becomes effective when we send You a communication that delivers the means of taking delivery of the Offering, and Your payment is accepted, if applicable.

1.1.1 NOTE: Please review Your Offering’s service period; some Offerings may commence at the point of purchase, while others may commence at download or installation of the Offering on Your device(s). In either case, please install and activate Your Offering immediately after purchase, and read the documentation and End User License Agreement (“EULA”) that governs Your use of the Offerings (see Section 5).

1.2 AuditAlarm expressly reserves the right to reject Your Order or Transaction. In this case, we will refund any payment that You may have made for Your current Offering’s service period and may also cancel or restrict access to the applicable Offering.

1.3 Any Offerings or information related to Offerings displayed and/or referred to on the Site are subject to change, availability and do not constitute an offer by Audit Alarm.

1.4 Audit Alarm recommends that You retain a copy of the Terms and Your Order for your files and future reference.

2. Your Representations.

2.1 You must be at least eighteen (18) years old, have the legal capacity to enter into a contract with Audit Alarm and use the Site in accordance with the Terms.

2.2 You ensure that all information You provide when placing Your Order is up to date, accurate, and sufficient for the fulfillment of Your Transaction.

2.3 If You are a new customer, before being able to place Your Order, You may be required to create an account with Audit Alarm and provide accurate information, including an email address and telephone number at which You can be contacted. You can find specific details regarding Your Transaction and/or Offerings by logging into Your account at AuditAlarm.com/account. 2.3.1 NOTE: Your email address is our preferred method of contact for information related to Your Order, such as receipt of Your confirmation email, billing notifications, and future information related to Your account and/or Order(s).

Information and passwords to access the Site should be kept secure against unauthorized access. 2.4 You ensure that Your personal information that is retained in Your account is accurate and updated, as needed. Failure to update Your contact information may mean that we cannot reach You for important notifications around Your Transaction, payment information, and/or issues with Your Offerings.

2.5 For each Transaction, You must comply with the Offering’s terms and conditions and applicable usage rights, as stated in the applicable EULA and further specified in Section 5.

3. Price, Payment Terms, and Payment Methods.

3.1 Despite our efforts, occasionally, an error or inaccuracy in the price or description of an Offering may inadvertently occur on the Site. In such case, Audit Alarm will contact You for instructions before the delivery, where you have the option to (i) cancel Your Order at no cost or (ii) proceed with Your Order based on the revised information.

3.2 Audit Alarm reserves the right to withdraw any discount and/or to revise any price(s) on the Site or for our Offering(s) at any time before acceptance of Your Order. The final Transaction price will be reflected before the confirmation of Your Order.

3.3 Payment may only be made using available and specified payment options on the Site.

3.4 Audit Alarm reserves the right to use authorized third parties to assist with specific payment processing and transactional functions, which may include the use and secure transfer of Your personal and/or payment information. Your information will never be sold or shared for any other reason without Your consent. Audit Alarm also reserves the right to change or amend authorized third parties. Our use of third parties benefits You by allowing us to offer a variety of payment methods and decrease failed Transactions.

3.5 For credit/debit card payments, with Your consent and in accordance with our Privacy Policy, we retain Your payment information that You enter and store it in Your personal account. Audit Alarm uses Your payment information to bill and renew Your purchase and may suggest using it for any subsequent purchase. This helps facilitate Your Order(s) and Transaction(s) without requiring You to re-enter payment information. You may review, edit, or delete the personal and payment information that is securely stored in your account at any time by logging into Your account at AuditAlarm.com/account.

3.6 If You have purchased a pre-paid annual subscription that automatically renews, we will notify You in advance via email when we charge Your payment method on file. Suppose You have an annual subscription paid monthly or a month-to-month subscription (defined as a subscription that renews monthly). In that case, You will not receive a monthly communication before each monthly charge. However, You can access Your monthly invoices via Your Audit Alarm account.

3.6.1 NOTE: In the case of an Offering that is a pre-paid subscription with a term of one year or more where You are enrolled for automatic renewal, we will notify You by email before the charge with details such as the renewal price, reminder of Your payment method, and the date the charge will post.

3.6.2 In the case of an Offering that is an annual subscription paid monthly, we will notify You by email before Your next year’s renewal term with details such as the renewal price that will be billed monthly, a reminder of Your payment method and the date the first month’s charge will post.

3.6.3 In the case of a month-to-month subscription, although You will not receive a monthly pre-billing notification and/or monthly confirmation email (unless otherwise required by law), You will receive a price change notification by email should the contracted price change. Such email will be sent to Your email address on file before the price change takes effect.

3.6.4 For any subscription Offering, You also may cancel Your subscription and/or turn off Your automatic renewal feature at any time by logging into Your account at AuditAlarm.com/account or contacting customer support. However, note that in the case of an Offering that has a committed subscription term of one year that is billed monthly, should You cancel Your subscription within 60 days of the start of Your initial contract year or within 60 days of Your renewal billing date, You will be fully refunded. Should You cancel after 60 days following Your renewal billing date, You will be charged a fee equal to 50% of Your remaining contract obligation, and Your service will continue until the end of the monthly term that You last paid. Month-to-month subscriptions can be canceled at any time. Generally, You will be entitled to use your subscription until the end of the monthly term that You last paid unless you otherwise initiate and qualify for a refund. See Return Policy.

3.7 Audit Alarm reserves the right to verify credit/debit card payments before acceptance of Your Order. Audit Alarm also reserves the right to obtain and continue using updated credit card account information electronically, when applicable, from the card brands and retry failed payments to complete Transactions, including but not limited to retrying failed cards with extended expiration dates.

3.8 For offline payments, You must deliver the electronically generated ticket or invoice to a participating location to complete Your Order. Your Order may be revoked within certain days if you do not fulfill your payment or transfer successfully.

3.10 No set-off or counterclaim may be deducted from any amount payable by You to Audit Alarm without the written consent of Audit Alarm.

4. Delivery and Risk of Loss

4.1 Delivery times and dates referenced to on the Site or in any communications from Audit Alarm are estimates only, and Audit Alarm is not liable in the event of a delivery delay. There is no packaging when an Offering is delivered to You electronically or via phone. If related to software and/or service purchases, the delivery of your Order occurs immediately after Audit Alarm accepts the Order and no later than thirty (30) days from the date you submitted your Order via the Site. In the unlikely event that we cannot deliver our products and/or services within the applicable timeframes, You will have the option to i) allow more time for Your delivery or ii) cancel Your Order and obtain a refund for any applicable prior payment for that Order.

4.2 For software purchases only, delivery shall be to Your valid email address within the Territory submitted by You and subject to Audit Alarm acceptance (“Delivery Address”). You should verify the Delivery Address on any Order communication that Audit Alarm provides and provide notification of any required changes without delay of error or omission.

4.2.1 NOTE: Please review Your Offering’s service period; some Offerings may commence at the point of purchase, while others may commence at download or installation of the Offering on Your device(s). In either case, please install and activate Your Offering immediately after purchase, and read the documentation and EULA that govern Your use of the Offerings (see Section 5).

4.3 All risk in the Offerings, including the risk of loss or damage, passes to You upon delivery or when placed in Your possession.

4.4 If You refuse or fail to take delivery of the Offering, provided in accordance with these Terms, any risk of loss or damage shall nonetheless pass to You, without prejudice to any other rights or remedies Audit Alarm may have, including:

4.4.1 Audit Alarm shall be entitled to immediate payment in full for the Offering delivered and to effect delivery by whatever means Audit Alarm considers appropriate.

5. Offering (or Software) License. Each Offering referred to on the Site is licensed by us to You, subject to the relevant EULA and other license terms regarding third-party software that may be included. Your use of the Offering is explained and governed by such EULA. You must read, understand and agree to be bound to the terms of EULA before use.

6. Order Limits. If You use the same Audit Alarm account when making a purchase, You may not be able to purchase more than one Offering, depending on the Offering.

7. Refunds and Returns. Please review Audit Alarm’s Return Policy, which should also be known in some jurisdictions as a cooling-off period. Most of Audit Alarm’s Offerings purchased via the Site include a money-back guarantee if You are not satisfied for any reason. Your eligibility for a refund may depend on the Offering, subscription term, duration since the Transaction, where You purchased the Offering, etc.

8. Privacy. Please review Audit Alarm’s Privacy Policy which governs Your visit to the Site, including Your Transaction(s) and/or any related information.

9. Resale and Gifts. You may only purchase Offerings for Your personal use. You may not commercially resell any Offerings, but You may give the Offering as a gift. Recipients of gifts may need to open and maintain an Audit Alarm account in order to receive any support offered by Audit Alarm. These Terms apply to any gift recipient.

10. Unauthorized Offerings; Brand Protection.

12.1 You may not alter, unbundle, or break any Audit Alarm Offering down to components for distribution, transfer, resale, or other purposes. You are strictly prohibited from separating a license key from any Offering and transferring it to a third party for any purposes.

12.2 All Offerings must be obtained in the first instance from Audit Alarm, or via Audit Alarm’s authorized partners, as applicable. If, in Audit Alarm’s reasonable judgment, the original acquisition of the Offering from Audit Alarm (or via Audit Alarm’s authorized partners, as applicable) occurred using a fraudulently obtained payment methods or any other unauthorized means, Audit Alarm has no obligation to allow continued use of the Offering and/or provide support services.

12.3 Audit Alarm reserves, in its sole discretion, the right to reject Orders, Transactions, and/or deactivate Offerings that have been obtained through or for unauthorized means or are otherwise in violation of the relevant EULA.

12.4 The Offerings are valid for use in the location where You purchased them. They are not intended for use in other regions, and the ability to use, install, and/or activate the Offering may be limited by Your location.

11. Other Important Information.

11.1 Disclaimer of Warranty. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AUDIT ALARM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AUDIT ALARM MAKES NO WARRANTIES THAT: (I) THE OFFERINGS AND/OR SITE WILL MEET YOUR REQUIREMENTS; (II) THE OFFERINGS AND/OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE PURCHASE OF THE OFFERINGS AND/OR USE OF THE SITE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY OFFERINGS PURCHASED AND/OR INFORMATION OBTAINED BY YOU THROUGH THE OFFERINGS AND/OR SITE WILL MEET YOUR EXPECTATIONS; OR (V) ANY ERRORS IN THE OFFERINGS AND/OR SITE WILL BE CORRECTED. AUDIT ALARM DOES NOT WARRANT THIRD-PARTY PRODUCTS.

11.2 Limitation of Liability. SOME STATES AND JURISDICTIONS, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE BELOW LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL AUDIT ALARM BE LIABLE TO YOU FOR (A) ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE PROVISION OF THE OFFERINGS AND/OR SITE, (B) ANY LOSS OF USE OR LACK OF AVAILABILITY OF COMPUTING DEVICES, FAILED MESSAGES OR TRANSMISSION ERRORS ARISING FROM THE USE OF OR INABILITY TO USE THE OFFERINGS AND/OR SITE, OR (C) ANY SPECIAL CONSEQUENTIAL, INDIRECT OR SIMILAR LOSS OR DAMAGE(S). IN NO CASE SHALL AUDIT ALARM’S LIABILITY EXCEED THE AMOUNT YOU PAID FOR THE APPLICABLE OFFERING.

12. Proprietary Rights. Audit Alarm retains ownership of all proprietary rights in the Offerings and/or the Site and in all trade names, trademarks and service marks associated or displayed with the Offerings. You will not remove, deface or obscure any of Audit Alarm’s copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Offerings.

13. Force Majeure. Audit Alarm shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Audit Alarm’s reasonable control, including but not limited to acts of God, war (whether declared or not), riot, embargoes, acts of civil or military authorities, terrorist attack or threat of terrorist attack, fire, floods, accidents, strikes, lockouts, failure of public or private telecommunications networks and infrastructure, or shortages of transportation, facilities, fuel, energy, labor or materials. In the event of any such delay, Audit Alarm may be excused from such performance to the extent it is delayed or prevented by such cause.

14. Dispute Resolution.

14.1 Audit Alarm believes that most disagreements can be resolved informally and efficiently by contacting Audit Alarm customer support. If You are a U.S. customer, and the dispute is not resolved through Audit Alarm customer support, You and Audit Alarm agree that any such dispute, claim, or controversy arising out of or relating in any way to the Offerings or the Site (a “Claim”) shall be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction, as follows:

You agree to bring a Claim in small claims court in Your county (or parish) residence or in the Superior Court of Arizona, County of Maricopa. 14.2 Small Claims Court. You may elect to litigate Your Claim in small claims court if all the requirements of the small claims court are satisfied, including any limitations on jurisdiction and the amount at issue in the dispute.

14.3 Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to the Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision and that You and Audit Alarm are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of the Terms and/or the termination of Your Audit Alarm license or EULA.

14.3.1 Notice of Claim. If You elect to seek arbitration, You must first send to Audit Alarm, by certified mail, a written Notice of Your Claim (“Notice of Claim”). The Notice of Claim to Audit Alarm should be addressed to: General Counsel, Audit Alarm, Inc., 3961 E. Chandler Blvd #111-301, Phoenix, AZ 85048, and should be prominently captioned “NOTICE OF CLAIM.” The Notice of Claim should include both the mailing address and email address. You would like Audit Alarm to use to contact You. If Audit Alarm elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to Your billing address on file. A Notice of Claim, whether sent by You or by Audit Alarm, must (a) describe the nature and basis of the claim or dispute; (b) set forth the specific amount of damages or other relief sought (“Demand”); and (c) whether You reject any subsequent modification of the Dispute Resolution section by Audit Alarm (see the section entitled Arbitration Fees).

14.3.2 Arbitration Proceedings. If You and Audit Alarm do not reach an agreement to resolve the claim within thirty (30) days after the Notice of Claim is received, You or Audit Alarm may commence an arbitration proceeding (or, alternatively, file a Claim in small claims court). You may download or copy a form of notice and a form to initiate arbitration at www.adr.org. The arbitration will be governed by the Consumer or Commercial Arbitration Rules, as appropriate, of the American Arbitration Association (“A.A.A.”) (collectively, the “A.A.A. Rules”), as modified by the EULA and/or Terms, and will be administered by the A.A.A. The A.A.A. Rules and Forms are available online at www.adr.org or by calling the A.A.A. at 1-800-778-7879. The Terms and the applicable EULA bind the arbitrator. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

Unless Audit Alarm and You agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence or the mailing address. You provided in Your Notice of Claim. Suppose Your claim is for U.S. $10,000 or less. In that case, Audit Alarm agrees that You may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the A.A.A. Rules. If Your claim exceeds U.S. $10,000, the right to a hearing will be determined by the A.A.A. Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues You an award that is greater than the value of Audit Alarm’s last written settlement offer made before an arbitrator was selected (or if Audit Alarm did not make a settlement offer before an arbitrator was selected), then Audit Alarm will pay You, in addition to the award, either U.S. $500 or 10% of the amount awarded, whichever is greater. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

14.3.3 Arbitration Fees. Suppose Your claim for damages does not exceed $10,000. In that case, Audit Alarm will pay all fees imposed by the A.A.A. to conduct the arbitration, including reimbursement of Your initial filing fee, unless the arbitrator finds that either the substance of Your claim or the relief sought in Your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards outlined in Federal Rule of Civil Procedure 11(b)). If Your claim for damages exceeds $10,000, standard A.A.A. Rules will govern the payment of all A.A.A. fees, including filing, administration, and arbitrator fees.

14.4 Class Action Waiver. YOU AND AUDIT ALARM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, suppose You have elected arbitration unless you and Audit Alarm agree otherwise. In that case, the arbitrator may not consolidate more than one person’s claims with Your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

14.5 Modification of Dispute Resolution Section. Suppose Audit Alarm changes this “Dispute Resolution” section after the date You first accepted these Terms, and You have not otherwise affirmatively agreed to such changes. In that case, You may reject any such change by so stating within Your Notice of Claim. By failing to reject any changes to this Dispute Resolution section in Your Notice of Claim, You agree to resolve any Claim between You and Audit Alarm in accordance with the terms of the Dispute Resolution section in effect as of the date of Your Notice of Claim.

15. General.

15.1 If You are located in the Americas, the Terms will be governed by the laws of the State of Arizona, United States of America. If you are located in the Asia Pacific Rim, the Terms will be governed by the laws of Singapore. If You are located in Europe, the Middle East, or Africa, the Terms will be governed by the laws of England and Wales. Notwithstanding the foregoing, nothing in the Terms will derogate from any rights You may have under existing consumer protection legislation or other applicable laws in Your jurisdiction.

15.2 Should You have any questions concerning the Terms, or if You desire to contact Audit Alarm for any reason, please write to Audit Alarm Customer Services 3961 E. Chandler Blvd, #111-301, Phoenix, AZ 85048 or visit the support page, which can be located at http:/www.auditalarm.com