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Terms of Service

Last Modified: February 3, 2026These Terms of Service (the “Terms of Service” or “Agreement”) govern access to and use of proprietary technology solutions operated by Auditlean Osaühing (OÜ) asutamisel (“Auditlean”), Juhkentali 8, Tallinn 10132, Estonia, including its audit management software platform, SaaS solutions, embedded widgets, applications, and related services that enable organizations to manage, document, monitor, and optimize audit processes (collectively, the “Service”). This Agreement constitutes a binding contract by and between Auditlean and the legal entity on whose behalf you are acting (“Customer” or “you”).This Agreement becomes effective on the earlier of (i) the date that you click "Accept" or otherwise indicate acceptance of the Agreement; or (ii) the date you first access or use any Services (the "Effective Date").BY CLICKING "ACCEPT" OR A SIMILAR BUTTON, CREATING AN ACCOUNT OR OTHERWISE ACCESSING, DOWNLOADING, INSTALLING, OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT: (A) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) YOU HAVE THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND THE CUSTOMER TO ITS TERMS; AND (C) CUSTOMER AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.IF CUSTOMER DOES NOT AGREE TO THESE TERMS, PLEASE SELECT THE "DECLINE" BUTTON AND DO NOT ACCESS OR USE THE SERVICES.Auditlean reserves the right to update and change these Terms of Service at its sole discretion and at any time, without prior notice. Your continued use of the Service following the posting of any changes will constitute your express and binding acceptance of and consent to the revised Agreement.In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Customer and Auditlean agree as follows:Violation of any of the terms below may result in the termination of your account.1. DEFINITIONS"AI Assistant" means the artificial intelligence-powered chatbot feature of the Service that utilizes machine learning models to provide responses based on Customer Data and other inputs.“AI Features” means features that incorporate or utilize artificial intelligence and machine learning technologies, including, without limitation, the AI Assistant."AI Input" means any information, data, text, prompts, or other content submitted to the AI Features by or on behalf of Customer, Authorized Users, or End Users."AI Output" means any information, data, text, or other content generated by the AI Features in response to AI Input."Authorized Users" means Customer's employees, agents, and representatives who are authorized by Customer to access and use the Service under the rights granted pursuant to this Agreement. “Credentials” has the meaning set forth in Section 3.3.“Customer Application” means the Customer’s web-based Auditlean instance and any other related software applications to which the Customer has authorized access under this Agreement."Customer Data" means all information, data, text, images, content, branding, metadata, and other materials submitted, posted, provided, made available, authorized for display, or otherwise transmitted by Customer or Authorized Users on, through, or in connection with the Service."End Users" means the users of Customer's Application who interact with the Service features.“Feedback” has the meaning set forth in Section 5.4.“Fees” has the meaning set forth in Section 6.1.“Initial Term,” “Renewal Term,” and “Term” have the respective meanings set forth in Section 9.1." Users" means the number of unique End Users who interact with any Service feature within Customer's Application during a 365 day period, as measured by Auditlean.“Updates” has the meaning set forth in Section 2.7.“Usage Data” has the meaning set forth in Section 5.3.“Auditlean Properties” has the meaning set forth in Section 5.1.2. SERVICES AND LICENSE2.1 License Grant. Subject to and conditioned on Customer's payment of all Fees and compliance with the terms herein, Auditlean hereby grants to Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Term, solely for use by Customer and its Authorized Users in accordance with the terms and conditions herein. This license includes the right to:(a) Access and use the hosted Service platform;(b) Create and manage audits and in-app features and AI Features;(c) Collect and analyze User interaction data through the Service's analytics and tracking features that may include AI Features; and(d) Connect the Service to third-party tools, including CRMs and analytics platforms, through available integrations.2.2 Scope of Use. The license granted herein is for Customer's internal business purposes only. Customer is not granted any right to redistribute the Service, and except to the extent expressly permitted by Auditlean or authorized within the Service, Customer shall not authorize, permit, or enable any use of the Service by another person or entity. The total number of Authorized Users will not exceed any limitations set forth in Customer's subscription plan.2.3 Third-Party Services. Auditlean may make available integrations with third-party products and services ("Third-Party Services"). Customer's access to or use of Third-Party Services is solely between Customer and the applicable third-party provider and is governed by such provider's terms and policies. Auditlean makes no representations, warranties, or guarantees regarding Third-Party Services and will not be liable for any damages arising from Customer's use of Third-Party Services.2.4 Support. Subject to the terms hereof, Auditlean will provide Customer with its standard technical support services. Auditlean may amend the technical support services offered from time to time in its sole discretion.2.5 Modifications to the Services. Auditlean reserves the right, in its sole discretion, to modify, update, suspend, or discontinue the Service, or any features, components, or functionality thereof, in whole or in part, at any time with or without notice; provided, however, that Auditlean shall not make any modification, suspension, or discontinuation that materially degrades the primary functionality of the Service during Customer's then-current subscription term without providing Customer at least thirty (30) days' prior written notice. For purposes of this Section, "primary functionality" means the core features and capabilities of the Service as described in the applicable subscription plan documentation at the time of Customer's subscription. Auditlean shall not be liable to Customer or any third party for any modification, update, price change, suspension, or discontinuance of the Service, or any part thereof, except that if Auditlean discontinues the Service in its entirety during Customer's then-current paid subscription term, Auditlean shall provide Customer with a pro rata refund of any prepaid Fees attributable to the period following the effective date of discontinuation.2.6 Updates and Enhancements. Auditlean may, from time to time, implement updates, enhancements, bug fixes, patches, and other modifications to the Service ("Updates"). Customer acknowledges that such Updates may occur automatically and without prior notice, and Customer consents to such automatic Updates. Updates that materially alter the functionality of the Service shall be subject to the notice requirements set forth in Section 2.5 above.3. RESTRICTIONS AND RESPONSIBILITIES3.1 Use Restrictions. Customer will not, and will not permit any other person to, directly or indirectly:(a) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Service or any software, documentation, or data related to the Service;(b) Copy, modify, translate, or create derivative works based on the Service, except to the extent expressly permitted by Auditlean or authorized within the Service;(c) Sell, lease, sublicense, or redistribute the Service, or any part thereof, to any third party;(d) Input, upload, transmit, or otherwise provide to or through the Service any information or materials that are unlawful, offensive, or contain any virus, malware, or other malicious code;(e) Remove, obscure, modify, or disable any Auditlean branding, attribution, logos, proprietary notices or labels, or links to Auditlean policies (including Terms of Service and Privacy Policies) from the Service;(f) Use the Service for competitive analysis, the development of a competing product or service, or for any other purpose that is to the commercial disadvantage of Auditlean;(g) Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of the Service; or(h) Use any automated process to collect, monitor, copy, or distribute any material or information available through the Service, except as expressly authorized.3.2 Compliance. Customer represents, covenants, and warrants that Customer will at all times use the Service only in compliance with this Agreement and all applicable laws, rules, and regulations, including all applicable data protection and privacy laws. Customer is solely responsible for ensuring that its collection and use of User data on, through, or in connection with the Service complies with applicable law, including providing appropriate privacy notices and obtaining necessary consents. Without limiting the foregoing, Customer must only use the Services and any User data collected on, through or in connection with the Services, in a manner consistent with Customer’s own privacy notice, which must conform with industry practice and be compliant with all applicable laws.3.3 Credentials and Account Security. Each individual accessing the Services must do so through their own unique user ID, password, or similar credentials (“Credentials”). Credentials must not be shared under any circumstances, including among employees, contractors, or agents of Licensee. Customer is responsible for maintaining the security of its account and Credentials. Auditlean cannot and will not be liable for any loss or damage from Customer's failure to comply with this security obligation. Credentials may be immediately suspended, revoked, or terminated by Auditlean if Auditlean reasonably believes that Customer or any Authorized User has shared Credentials with any third party, if Credentials are compromised, or if Customer or any Authorized User accesses the Services in any way not expressly permitted under this Agreement.3.4 Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Service, including hardware, software, operating systems, and networking.3.5 Customer Data. Customer is entirely responsible for Customer Data, and any harm resulting from such Customer Data or your conduct. That is the case regardless of what form the Customer Data takes, which includes, but is not limited to text, photo, video, audio, or code. By using Services, you represent and warrant that your Customer Data and conduct do not violate these terms. By submitting Customer Data to the Services for inclusion on the Customer Application or otherwise for public display, you grant Auditlean a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Customer Data. Without limiting the generality of the foregoing, Auditlean has the right (though not the obligation) to, in its sole discretion, (i) refuse or remove any Customer Data or other content that, in Auditlean’s reasonable opinion, violates any Auditlean policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of Auditlean to any individual or entity for any reason. In the event that your account or access to the Services is terminated pursuant to this provision, Auditlean will have no obligation to provide a refund of any amounts previously paid.4. ARTIFICIAL INTELLIGENCE4.1 AI Features Generally. The Service may include AI Features. AI Features may be used to enhance Service functionality, automate workflows, generate content, provide recommendations, and perform other tasks. Customer acknowledges that AI Features are powered by third-party artificial intelligence technology and are subject to the terms of this Section 4. Notwithstanding the foregoing, Auditlean shall not use AI Inputs to train, fine-tune, or otherwise improve public large language models.4.2 AI Assistant. The AI Assistant is an optional feature that Customer may enable at its sole discretion. If enabled, Customer may use the AI Assistant for Customer's internal business purposes, including to support Customer's use of the Service;4.3 No Warranties; Accuracy Disclaimer. THE AI FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. AUDITLEAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, APPROPRIATENESS, TITLE OR NONINFRINGMENT OF ANY AI OUTPUT. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH USE OF THE AI FEATURES AND ANY RELIANCE ON AI OUTPUT. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT:(a) AI Features are provided for informational and productivity purposes only. Customer is solely responsible for evaluating, verifying, and validating any AI Output before use or reliance;(b) AI Output may be inaccurate, incomplete, misleading, or inappropriate for Customer's intended purposes. Auditlean makes no representations or warranties regarding the accuracy, reliability, completeness, quality, or appropriateness of any AI Output;(c) AI Features may produce different outputs for identical or similar inputs, and Auditlean does not guarantee consistent, repeatable, or predictable results;(d) Auditlean disclaims all liability for any AI Output, including any decisions made, actions taken, or content published by Customer based on or incorporating AI Output; and(e) Customer assumes all risk associated with use of the AI Features and any reliance on AI Output.(f) Auditlean makes no representations or warranties regarding the intellectual property status of any AI Output. Without limiting the foregoing: (i) Auditlean does not guarantee that AI Output is original, non-infringing, or eligible for intellectual property protection; (ii) AI Output may be similar or identical to output generated for other customers or third parties, and Customer has no exclusive rights to any AI Output; (iii) Customer is solely responsible for determining whether and how to use AI Output, including conducting any necessary clearance, review, or due diligence prior to use; and (iv) Auditlean shall have no liability for any claim that AI Output infringes, misappropriates, or otherwise violates any third-party intellectual property or other rights.4.4 Third-Party AI Processing. Customer acknowledges that AI Input and AI Output may be processed by third-party AI provider in accordance with their respective terms and policies. Auditlean shall not be liable for any acts or omissions of third-party AI providers.4.5 AI Usage Restrictions. Customer agrees not to use the AI Features to:(a) Generate content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable;(b) Attempt to reverse engineer, extract, or derive the underlying models, algorithms, weights, or training data of the AI Features;(c) Circumvent any usage limits, rate limits, safety features, or content filters;(d) Generate content that impersonates any person or entity or misrepresents Customer's affiliation with any person or entity;(e) Generate spam, phishing content, malware, or other malicious content;(f) Use any AI Features to process any information that is defined as “sensitive personal information,” “sensitive personal data,” or similar terms under applicable data privacy laws and regulations, including government-issued identification numbers, financial account numbers, biometric data, health information, or information regarding racial or ethnic origin, religious beliefs, or sexual orientation; or(g) Use AI Output in any manner that violates applicable law or third-party rights.4.6 Customer Compliance Obligations. Customer is solely responsible for ensuring that its use of the AI Features complies with all applicable laws, rules, and regulations, including without limitation laws relating to artificial intelligence, data protection, privacy, consumer protection, and intellectual property.5. PROPRIETARY RIGHTS5.1 Auditlean Ownership. Auditlean and its licensors and service providers exclusively own, reserve, and shall retain their entire right, title, and interest in and to the Service and all elements of the Service, including, without limitation, all graphics, design, systems, methods, processes, architectures, structures, functions, information, computer code, software, services, "look and feel," organization, compilation of the content, code, data (including Usage Data), and all other elements thereof (collectively, the "Auditlean Properties"). The Auditlean Properties are protected by copyright, trade dress, trademark, patent laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws.Customer acknowledges that, as between Customer and Auditlean, Auditlean owns and shall retain all right, title, and interest in and to:(a) The Service, including all improvements, enhancements, or modifications thereto;(b) The AI Assistant, including all underlying models, algorithms, and training data (excluding Customer Data); and(d) All intellectual property rights related to any of the foregoing.5.2 Customer Data Ownership. As between the Parties, Customer shall own all right, title, and interest in and to Customer Data, including all intellectual property rights therein. Customer hereby grants to Auditlean a non-exclusive, royalty-free, worldwide license to reproduce, process, display, and otherwise use Customer Data solely as necessary to provide the Service to Customer and as otherwise permitted under this Agreement.5.3 Usage Data. Notwithstanding anything herein to the contrary, Auditlean shall have the right to monitor Customer's, Authorized Users, use of the Service and to collect, compile, and analyze data and other information related to such use, including information derived from Customer Data ("Usage Data"). Auditlean will be free (during and after the Term) to use Usage Data in anonymized, de-identified, and/or aggregated form to:(a) Compile statistical and performance information related to the provision and operation of the Service;(b) Improve, enhance, develop, and secure the Service and other Auditlean offerings; and(c) Enforce Auditlean's rights pursuant to this Agreement.5.4 Feedback. If Customer or any Authorized User transmits any communication or material to Auditlean by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Auditlean shall be free to use such Feedback irrespective of any other obligation or limitation between Customer and Auditlean governing such Feedback. All Feedback is and will be treated as non-confidential, except as provided by applicable law. Customer hereby assigns to Auditlean all right, title, and interest in, and Auditlean is free to use, without any attribution or compensation to Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Auditlean is not required to use any Feedback.6. FEES AND PAYMENT6.1 Subscription Fees. The fees for the Service ("Fees") are determined based on the subscription plan selected by Customer during the registration process. By registering for an account, Customer agrees to these payment terms and authorizes Auditlean to charge the applicable Fees in accordance with the selected plan.6.2 Trial Services. The Service is offered with a free trial for 14 days. If you need more than 14 days, you will only be able to continue using the Service by paying in advance for additional usage. If you fail to pay for additional usage, your account will be frozen and inaccessible until payment is made.6.3 Payment Terms. Auditlean may choose to invoice Customer for Fees, in which case full payment must be received within thirty (30) days of the invoice date. If Customer elects to pay by credit card, Customer hereby authorizes Auditlean to charge Customer's credit card on a monthly or annual basis, as selected during registration. All Fees are billed in advance and are non-refundable except as expressly set forth herein.6.4 Credit Card Authorization. By providing a credit card to Auditlean, Customer authorizes Auditlean to charge such credit card for:(a) All recurring Fees in accordance with Customer's subscription plan;(b) Any additional Fees resulting from usage-based upgrades pursuant to Section 6.6; and(c) Any outstanding or past due amounts, including amounts owed under invoices or other payment methods that remain unpaid for more than thirty (30) days past the due date.If Auditlean is unable to charge the primary credit card on file, Customer expressly authorizes Auditlean to charge any other credit card that remains active on Customer’s account.6.5 Late Payments. If any payment is not made within thirty (30) days of the due date, Auditlean may charge interest on the outstanding amount at a rate of 1.5% per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Unpaid amounts may result in suspension or termination of Service. If any payment remains outstanding for more than thirty (30) days past the due date, Auditlean may, in addition to any other remedies available under this Agreement or at law, suspend Customer's access to the Service in accordance with Section 9.5(c) until all outstanding amounts, including accrued interest and collection expenses, are paid in full.6.6 Usage-Based Upgrades.(a) Customer's subscription plan may include a specified capacity for Users and AI credits.(b) If Customer's usage exceeds the capacity included in Customer's subscription plan, Customer's account will be automatically subscribed to and charged for the next appropriate bundle. The upgrade will be prorated for the current billing cycle and will remain in effect for subsequent billing periods unless Customer downgrades pursuant to Section 6.7.(c) Auditlean will use commercially reasonable efforts to notify Customer via email of any automatic subscription bundle upgrade. Customer acknowledges that such notification constitutes sufficient notice and that Customer's continued use of the Service following an upgrade constitutes acceptance of the upgraded subscription and associated Fees.6.7 Downgrades. Customer may request a downgrade in subscription plan at any time by emailing customer support at admin@auditlean.com. Any downgrade will take effect at the end of the current billing period. Downgrading may cause the loss of features or capacity, and Auditlean accepts no liability for such loss.6.8 Disputes. Customer shall notify Auditlean in writing of any dispute with any invoice within thirty (30) days of receipt. Customer may withhold from payment any amount disputed in good faith pending resolution of the dispute, provided that Customer: (i) timely pays all undisputed Fees and other amounts due and owing; (ii) works with Auditlean in good faith to expeditiously resolve the dispute; and (iii) promptly pays any amounts determined to be due and payable by resolution of the dispute.6.9 Price Changes. Prices are subject to change upon thirty (30) days' notice. Such notice may be provided by posting changes to the Auditlean website or Service, or by email. Price changes will take effect at the beginning of the next billing period following the notice period.6.10 Taxes. All Fees are exclusive of taxes. Customer is responsible for all sales, use, and other taxes, levies, or duties imposed by taxing authorities, excluding taxes based on Auditlean's net income.7. CONFIDENTIALITY7.1 Confidential Information. From time to time during the Term, Auditlean may disclose or make available to Customer, its Authorized Users, or representatives information about its business affairs, products, confidential intellectual property, financial information, and other information that by its nature or the circumstances of disclosure should reasonably be considered confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Customer; (b) was in the possession of Customer prior to disclosure; (c) was rightfully obtained by Customer from a third party without restriction; or (d) was independently developed by Customer without use of the disclosing Party's Confidential Information.7.2 Protection. Customer agrees: (a) to take reasonable precautions to protect against the disclosure of Confidential Information; and (b) not to use or disclose to any third person the Confidential Information, except as necessary to perform under this Agreement. Notwithstanding the foregoing, Customer may disclose Confidential Information to the extent required by law, provided that Auditlean is given reasonable notice and opportunity to seek protective measures.8. SECURITY AND DATA PROCESSING8.1. Security Measures. Auditlean implements commercially reasonable administrative, technical, organizational, and physical safeguards designed to protect Customer Data, including backups, redundancies, and encryption. However, like all online services, the Service cannot be completely secure and Auditlean cannot guarantee absolute security. By using the Service, Customer acknowledges and accepts that there are inherent risks associated with transmitting information, including Customer Data, over the internet.8.2. Data Processing. Customer acknowledges and agrees that Auditlean and its authorized personnel, contractors, and subprocessors may access Customer Data for the following purposes:(a) Service Delivery and Support. To provide, maintain, and improve the Services, respond to support requests, troubleshoot issues, and provide product guidance.(b) Error Resolution. To investigate and resolve errors, bugs, or other issues that affect the operation of the Services. Auditlean receives automated alerts when such errors occur and may access Customer Data to the extent necessary to diagnose and remediate the issue.(c) Security and Abuse Prevention. To monitor, detect, prevent, and address security incidents, fraud, abuse, or violations of this Agreement, including by reviewing logs, metadata, and account activity. Auditlean may access Customer accounts as part of any security or abuse investigation.(d) Product Improvement. To analyze usage patterns and trends to improve, enhance, and develop the Services and Auditlean's other products and offerings.(e) Legal Compliance and Protection. To comply with applicable laws, regulations, legal processes, or governmental requests, and to protect the rights, property, and safety of Auditlean, its users, and the public.8.3. Cooperation with Authorities and Third Parties. Customer acknowledges and agrees that Auditlean has the right, in its sole discretion and without prior notice to Customer, to:(a) Cooperate fully with any law enforcement authority, regulatory body, or court order requesting or directing Auditlean to disclose the identity, account information, or other data of any Customer or Authorized User;(b) Disclose Customer's identity or other information to any third party who claims that Customer or any Authorized User has violated such third party's rights, including intellectual property rights, privacy rights, or other legal rights;(c) Take any action Auditlean deems necessary or appropriate, including referral to law enforcement, in response to any illegal, unauthorized, or harmful use of the Services or any acts or omissions in connection therewith; and(d) Preserve and disclose any information Auditlean deems necessary to comply with applicable law, regulation, legal process, or governmental request, or to enforce this Agreement.8.4. Waiver and Release. CUSTOMER WAIVES AND RELEASES AUDITLEAN AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS, DAMAGES, LOSSES, AND LIABILITIES ARISING FROM OR RELATED TO ANY ACTION TAKEN BY AUDITLEAN OR ANY OF THE FOREGOING PARTIES PURSUANT TO THIS SECTION, INCLUDING ANY ACTION TAKEN DURING OR AS A CONSEQUENCE OF INVESTIGATIONS BY AUDITLEAN OR LAW ENFORCEMENT AUTHORITIES. CUSTOMER AGREES NOT TO BRING ANY CLAIM OR ACTION AGAINST AUDITLEAN ARISING FROM OR RELATED TO AUDITLEAN’S GOOD FAITH COMPLIANCE WITH ANY LEGAL PROCESS OR GOVERNMENTAL REQUEST.8.5. Customer Responsibilities. Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) the means by which Customer acquired Customer Data; (c) providing all required notices and obtaining all required consents for the collection, use, and processing of Customer Data through the Services; and (d) ensuring that Customer's use of the Services complies with all applicable data protection and privacy laws.9. TERM, TERMINATION, AND ACCOUNT CANCELLATION9.1. Term. This Agreement is effective upon Customer's acceptance and shall continue for the initial subscription term selected by Customer ("Initial Term"). The Agreement shall automatically renew for additional periods of the same duration ("Renewal Terms," and together with the Initial Term, the "Term"), unless and until Customer cancels the Service in accordance with this Section 9.9.2. Cancellation by Customer. Customer is solely responsible for properly canceling its account. Requests to cancel via email, phone, or other informal communication do not constitute valid cancellation. Customer may cancel its account at any time through the Service by emailing customer support at admin@auditlean.com.9.3. Effect of Cancellation.(a) Upon cancellation, Customer's access to the Service will terminate at the end of the then-current billing period. All Customer Data will become inaccessible from the Service immediately upon the effective date of cancellation.(b) Unless Customer’s account has been terminated by Auditlean pursuant to Section 9.5, Customer may request deletion of Customer Data by contacting privacy@auditlean.com. Auditlean reserves the right to permanently delete all Customer Data sixty (60) days after the effective date of cancellation. Once Customer Data has been permanently deleted, it cannot be recovered, and Auditlean shall have no obligation to maintain, provide, or return any Customer Data.(c) Customer acknowledges and agrees that Auditlean shall have no liability whatsoever for the deletion of Customer Data pursuant to this Section 9.3.9.4. No Refunds or Proration. If Customer cancels the Service before the end of the current paid billing period (whether monthly or annual), cancellation will take effect at the end of such billing period, and Customer will not be charged for subsequent billing periods. However, no refunds or credits will be issued for any unused portion of the then-current billing period. All Fees are non-refundable except as expressly set forth in this Agreement.9.5. Termination or Suspension by Auditlean.(a) Termination for Breach. If Customer breaches any term of this Agreement, Auditlean may terminate this Agreement upon thirty (30) days' prior written notice to Customer, provided that such termination shall not become effective if Customer cures the breach within such thirty (30) day notice period. This Section 9.5(a) shall not apply to breaches described in Section 9.5(b).(b) Immediate Suspension or Termination. Notwithstanding Section 9.5(a), Auditlean, in its sole discretion, reserves the right to immediately suspend or terminate Customer's account and refuse any and all current or future use of the Service, without prior notice or opportunity to cure, if Company reasonably believes that:(i) Customer's use of the Service poses a security risk to Auditlean or any third party;(ii) Customer's use of the Service may be fraudulent or otherwise unlawful; or(iii) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.(c) Suspension Pending Cure. In lieu of termination under Section 9.5(a), Auditlean may suspend Customer's access to the Service during any applicable cure period. If Customer cures the breach within the cure period, Company shall promptly restore Customer's access to the Service.9.6. Effect of Termination by Auditlean. Termination of the Service by Auditlean will result in the immediate deactivation or deletion of Customer's account and access thereto, and the forfeiture and relinquishment of all content in Customer's account. Auditlean reserves the right to refuse service to anyone for any reason at any time.9.7. Effect of Termination Generally. Upon any termination or expiration of this Agreement:(a) All rights and licenses granted to Customer hereunder will immediately terminate, and Customer shall immediately cease all use of the Service from all Customer Applications;(b) Customer will pay all Fees owed through the effective date of termination;(c) Customer shall return or destroy all Confidential Information in its possession, except as required to be retained by applicable law; and(d) Auditlean may delete Customer Data in accordance with the provisions in this Section 9.3.9.8. Survival. The following provisions shall survive any termination or expiration of this Agreement: 3, 4.4, 5, 7, 8.4, 9, 10, 11, 12 and 13, together with any other provisions that by their nature should survive termination.10. WARRANTY DISCLAIMERTHE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." AUDITLEAN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AUDITLEAN MAKES NO WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. AUDITLEAN DOES NOT WARRANT THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.11. LIMITATION OF LIABILITY11.1 Exclusion of Damages. IN NO EVENT WILL AUDITLEAN OR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, OR EMPLOYEES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF AUDITLEAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.11.2 Liability Cap. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL AUDITLEAN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO AUDITLEAN IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.12. INDEMNIFICATIONCustomer agrees to indemnify, defend, and hold harmless Auditlean and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:(a) Customer's violation of any applicable law or regulation;(b) Customer’s material breach of this Agreement, including, without limitation, any breach of Customer’s covenants and obligations set forth in Section 3 (Restrictions and Responsibilities);(c) Customer Data, including any claim that Customer Data infringes or violates any third-party rights;(d) Customer Applications, including, without limitation, any content or materials thereon;(e) Customer’s products, services, or other offerings or actions of Customer in connection with Customer’s ordinary course of business;(f) Any End User's interaction with the Service through Customer's Application;(g) Any acts or omissions of Customer’s Authorized Users in connection with their use of the Service.13. PUBLICITY13.1 Customer grants Auditlean a limited, non-exclusive, royalty-free license to use Customer's name, logo, and trademarks solely to identify Customer as a user of the Service on Auditlean’s website, in marketing materials, and in customer lists. Auditlean may request Customer's participation in case studies, testimonials, press releases, or other promotional activities. Any such participation shall require Customer's prior written approval, which may be granted or withheld in Customer's sole discretion. Customer may opt out of the license granted in this Section 13 at any time by providing written notice to Auditlean at admin@auditlean.com. Upon receipt of such notice, Auditlean shall remove Customer's name and logo from its website within thirty (30) days, provided that Auditlean shall not be required to recall or destroy any previously printed or distributed materials.14. MISCELLANEOUS14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.14.2 Modifications. Auditlean reserves the right to modify this Agreement as set forth in the preamble. No other modification shall be effective unless in writing and signed by both Parties.14.3 Assignment. Customer may not assign or transfer this Agreement without Auditlean's prior written consent. Auditlean may assign this Agreement without restriction.14.4 Severability. If any provision of this Agreement is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.14.5 Waiver. The failure of either Party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.14.6 Governing Law. This Agreement shall be governed by the laws of Spain without regard to its conflict of laws provisions.14.7 Notices. All notices under this Agreement will be in writing and will be deemed given when delivered by email to the address associated with Customer's account or, for notices to Auditlean, to admin@auditlean.com.14.8 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship.

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