Website Services Terms and Conditions

Last Modified: June 2023

These Website Services Terms and Conditions (this "Agreement") governs your use of the services provided by File Auditor LLC and its affiliates ("File Auditor”, “us", "our", or "we"), including its website: fileauditor.com (the "Website"), and the real estate file management services offered on or through the Website (collectively, "Services"). The Services are intended for use by users that reside in the U.S. and are 18 years or older. If you are not the intended audience or you object to the terms of this Agreement, you may not access or use our Services. By creating an Account, using the Services, or otherwise indicating your assent to this Agreement, you agree to be bound by this Agreement and you represent and warrant that (1) you have read, understand, and agree to be bound by these terms, (2) you are of legal age to form a binding contract with us, and (3) you have the authority to enter into this Agreement (on behalf of yourself or the entity that you represent). If you do not wish to be bound by this Agreement, you may not access or use the Services.

  1. Access and Use
  2. Fees and Payment
  3. User Responsibilities and Content
  4. Intellectual Property Ownership; Feedback
  5. Warranty and Disclaimer
  6. Third-Party Products, Services And Data Collection
  7. Indemnification
  8. Limitations of Liability
  9. Term and Termination
  10. Miscellaneous
  11. Contact Information

1) Access and Use.

  1. Account. You are required to set up an account on the Website ("Account") in order to take advantage of certain Services. In connection with your Account, you agree to submit accurate, complete information about yourself as prompted by the Website, and to update it as appropriate, and you represent and warrant that: (a) all required Account information you submit is truthful and accurate, and (b) you will maintain the accuracy of such Account information. If you provide any information that is false, inaccurate, outdated or incomplete, or if File Auditor has reasonable grounds to suspect that information you have submitted is false, inaccurate, outdated or incomplete, we reserve the right to suspend or terminate your Account and prohibit any and all current or future use of any of the Services (or any portion thereof) by you. Further, you are solely responsible for maintaining the confidentiality of the password you select for any and all use of your Account information and all activities (including orders placed through the Services) that occur under or in connection with your Account. You agree to be responsible for all charges resulting from the use of your Account, including charges resulting from unauthorized use of your Account prior to your taking steps to prevent such occurrence by changing your password and notifying File Auditor. If someone accesses our Services using your Account information, we will rely on that Account information and will assume that it is really you or someone you have authorized who is accessing the Services. We reserve the right to take whatever action we deem necessary to preserve the security of the Services and your Account, including without limitation terminating your Account, changing your password, or requesting additional information to authorize transactions on your Account. You agree to be responsible for any act or omission of any users that access the Services under your Account. You may not use anyone else’s Account at any time without the permission of the Account holder. You agree not to register for more than one Account, register for an Account on behalf of an individual other than yourself without such individual’s authorization, or register for an Account on behalf of any group or entity without our express written consent. Notwithstanding the foregoing, if you are a group or an entity, you may authorize your officers, owners, employees and agents to access our Services by using your Account information; provided, however, that you shall be responsible for ensuring their compliance with these Terms and any other agreements, policies, and procedures established by us, and you shall be responsible and liable for the acts and omissions of each such person.
  2. Privacy. We have created a privacy policy (available here: https://app.fileauditor.com/Home/Privacy) that describes our collection, use and disclosure practices regarding any personal information that you provide to us. Use of any of the Services is subject to the terms of our privacy policy, which is hereby incorporated into and made part of this Agreement. By using any of the Services, you agree to be bound by the terms of our Privacy Policy. Subject in all respects to the terms of our privacy policy, we have the right to provide your Account information and related information to third parties under certain circumstances (including in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business).
  3. Changes to Terms & Conditions. From time to time, we may, in our sole discretion, change, modify, supplement or remove portions of this Agreement (“Additional Terms”). Such Additional Terms shall become effective upon posting by the Company on the Website or sending you an email or other notification. You will be deemed to have agreed to such Additional Terms by your decision to continue accessing the Website or otherwise using any of the Services following the date in which such Additional Terms become effective. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Website to check for any Additional Terms.
  4. Modification of Services. In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Services provided to you, including, but not limited to, (i) restricting the time the Services are available, (ii) restricting the amount of use permitted, (iii) restricting or terminating any user’s right to use the Services and (iv) changing any feature or functionality provided by the Services. You agree that any termination or cancellation of your access to, or use of, the Services may be affected without prior notice. Further, you agree that we shall not be liable to you or any third-party for any termination or cancellation of your access to, or use of, our Services.
  5. Service Types. Our Services consist of a free, limited version product that is available to certain beta users (the “Basic Service”) and premium products with differing functionality based on the subscription level (the “Premium Service”). If you are selected to be a beta user, you do not have to become a Premium Service user to use the Services. However, if you are not a Premium Service user, you may be precluded from using certain portions, components, content, features, or resources of our Services. We reserve the right to eliminate or modify any or all of the functionality of the Basic Service at any time without any prior notice to you. Whether or not you use the Basic Service or the Premium Service, you are responsible for all charges and fees associated with connecting to and using the Website, including without limitation all telephone access lines (including mobile data and data roaming charges, when applicable), telephone and/or internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charges necessary to access our Website.

2) Fees and Payment.

  1. Agreement to Pay. If you are a Premium Service user, you will be responsible for the fixed and periodic charges and fees (including prepayment plan fees for multiple periods or recurring monthly fees) you selected at the time of subscription. Applicable taxes, and other charges and fees incurred in order to access the Premium Services may also apply.
  2. Auto-Renewal. Your Premium Service membership will automatically be extended for successive renewal periods of the same duration selected at the time of your purchase, at the then-current non-promotional subscription rate. Until you cancel, we will charge or debit your payment method at the beginning of your subscription. Your non-cancellation of the Premium Services or continued use of the paid subscription features of the Premium Service will reaffirm that we are authorized to charge you. If your credit or debit account has been closed or your payment method is otherwise invalid, your subscription may not renew and your subscription will be automatically downgraded to the Basic Service effective as of the end of your current billing cycle. The renewal charge will generally be the same as the prior period’s charge, unless we notify you in advance at the time of sign up or prior to the beginning of the renewal period as described above. If (i) you purchased a multiple-period prepayment plan or (ii) you were eligible for a promotional rate but are no long eligible for that rate, then your subscription will be offered to renew your subscription at our then-current non-promotional subscription rates at the start of the renewal period. If you wish to renew and we are currently offering promotional rates at such time, you must renew your subscription prior to the termination of your current plan. If you fail to renew your subscription for any Premium Services before its scheduled expiration date, then the then-current non-promotional subscription rate will apply.
  3. Cancellation of Premium Service Subscription. You can cancel your subscription for our Premium Services at any time by contacting us through the Contact Us page on the Website or by such other means as we may provide from time to time. We will attempt to process all cancellation requests within 72 hours after we receive your request. We reserve the right to collect fees, surcharges, or costs incurred before your cancellation takes effect. The cancellation will take effect on the day after the last day of the current subscription period, at which point your account will revert to the Basic Service, but we will provide access to any of your uploaded files for a period of thirty (30) days following the date of cancellation. We do not provide refunds or credits for any partial subscription periods, and any amounts paid prior to your cancellation will not be refunded.

3) User Responsibilities and Content.

  1. Lawful Use of Website. You agree to use the Services solely for lawful purposes, and that you are responsible for your use of the Website and any User Content (as defined below) that is uploaded by your Account. You agree not to post or transmit through the Website any unlawful, infringing, threatening, harassing, defamatory, vulgar, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes others' intellectual property rights or otherwise violates any applicable laws. You further agree that you will not access the Website by any means except through the interface provided by File Auditor. You agree not to create or maintain any links from other websites to any page of the Website without the prior written authorization of File Auditor.
  2. Your Responsibilities.
    1. User Content. Your use of the Services requires you to upload real estate sale and closing documents, mortgage closing documents, financial information, loan applications, mortgage notes, title documents and deeds, tax documents, and/or any other related content ("User Content") to or through the Website. You are solely responsible for correctly uploading the User Content and for transforming the User Content into templates, forms, fields and rules through which our software can process your future User Content. You assume all risk that the Services may not identify and flag all missing information from your User Content. You may not represent or imply to others that User Content is in any way verified, sponsored or endorsed by us. We are not obligated to back up User Content, and User Content may be deleted at any time without prior notice. By making available User Content on or in the Services, you represent and warrant that you own or have all rights necessary to make available User Content to us.
    2. Additional Restrictions. You agree not to (i) take any action or (ii) make available any content on or through the Services that: (A) violates any third-party right, including any intellectual property or proprietary right; (B) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (C) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (D) involves commercial activities and/or sales without our prior written consent; (E) impersonates any person or entity or contains personal information about or the likeness of any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential; (F) impersonates any person or organization (including us), or misrepresents an affiliation with another person or organization (G) interferes with or attempts to interfere with the proper functioning of our technology or the Services in any way not expressly permitted by this Agreement; or (H) attempts to engage in or engage in, any potentially harmful acts that are directed against us, our technology, or the Services.
    3. Our Rights. We reserve the right, but do not undertake an obligation, to review User Content, and to investigate and/or take appropriate action against you or your User Content in our sole discretion if you violate the guidelines below or any other provision of this Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
    4. License to File Auditor. By displaying, publishing, or otherwise posting any User Content on or through the Services, you hereby grant us a perpetual, non-exclusive, sub-licensable (through multiple tiers), worldwide, fully-paid, royalty free license to use such User Content (including without limitation, to modify, publicly perform, publicly display, reproduce, create derivative works of, and distribute such User Content for any purpose, whether it contains a personal likeness or otherwise) in any and all media now known or hereinafter developed, without the requirement to make payment to any party or seek any third party permission or make any authorship attribution; provided, however that the foregoing shall be subject in all respect to applicable law and the terms of our privacy policy and other agreements with you. You represent and warrant that you own the User Content submitted, displayed, published, provided, or posted by you on the Services, and have the right to grant the license set forth herein, and your displaying, publishing, providing, or posting of any User Content, and our use thereof in accordance with this Agreement, does not and will not violate applicable law or any privacy, publicity, intellectual property, contract or any other rights of any person or entity. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to User Content.
  3. Third Party Content. Content from other users, suppliers, advertisers, and other third parties may be made available to you through the Services. Because we do not control such content, you agree that we are not responsible for any such content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites. We provide these links for your convenience only and we do not control such websites. Our inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The Services may also contain links to websites that are operated by us but which operate under different terms of use. It is your responsibility to review the privacy policies and terms of use of any other website you visit. You agree that in no event will we be liable to you in connection with any websites, content, products, materials, or practices of any third party.

4) Intellectual Property Ownership; Feedback.

  1. Intellectual Property. All materials on the Website, including any marks, graphics, text, sounds, pictures, software, User Content, and other files and the selection and arrangement thereof and all software, code, and proprietary methods and systems used to provide the Services (collectively, "Intellectual Property"), are the property of or licensed by File Auditor and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Intellectual Property not expressly granted in this Agreement are reserved to their respective copyright owners. Except as expressly authorized by this Agreement, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Intellectual Property in any form or by any means, without the prior written authorization of File Auditor or the respective copyright owner. You are allowed to view and download the Intellectual Property only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Intellectual Property. You may not modify or adapt the Intellectual Property in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, "Marks") and all page headers, custom graphics, button icons and scripts displayed on the Website are the sole property of File Auditor or its licensors and may not be copied, imitated or otherwise used, in whole or in part, without our prior written authorization or proper authorization of the applicable owners of such Marks. In addition, are Marks of File Auditor or its licensors and may not be copied, imitated or otherwise used, in whole or in part, without our prior written authorization. Any use of third party software provided in connection with the Services will be governed by such third parties’ licenses and not by this Agreement. We will enforce our Intellectual Property rights to the fullest extent of the law.
  2. Feedback. In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively “Feedback”), you agree we may use the Feedback to: (a) improve our Services and (b) promote the Services, and that you will not be due any compensation for your Feedback that is used in these ways. To the extent that we have your name, likeness, or voice, this will be part of the Feedback and you agree that we may use your name, likeness and voice in the same manner that we can use other Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Services or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.

5) Warranty and Disclaimer.

  1. We provide the Services and all content, software and services included on or otherwise made available to you through the Website on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind, whether express, implied or statutory, and to the extent permissible by applicable law, we expressly disclaim any and all such warranties. We do not guarantee that the Services will ensure you meet the statutory or regulatory requirements of any jurisdiction of the United States, and do not guarantee the thoroughness, accuracy, or reliability of the Services. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, ANY AND ALL REPRESENTATIONS OR WARRANTIES, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, RELIABILITY, SECURITY, AVAILABILITY, ACCURACY, QUALITY, APPROPRIATENESS, COMPLETENESS, NON-INFRINGEMENT, OR THAT THE SERVICES ARE ERROR-FREE. WE ARE NOT RESPONSIBLE FOR, AND HEREBY DISCLAIM ANY LIABILITY WITH RESPECT TO, ALL USER CONTENT, ANY USER, AND ANY THIRD PARTY. YOU ASSUME RESPONSIBILITY FOR THE ACCURACY, APPROPRIATENESS AND LEGALITY OF ANY INFORMATION OR CONTENT YOU SUPPLY US. YOU AGREE THAT YOU USE THESE SERVICES AT YOUR SOLE RISK. No advice or information, whether oral or written, obtained by you from us through the Services, or otherwise will create any warranty, representation or guarantee not expressly stated in this Agreement. Some states do not allow exclusion of implied warranties, so these exclusions may not apply in individual cases. You may have additional rights that vary from state to state. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the maximum permitted under such applicable law.
  2. FILEAUDITOR, ON BEHALF OF ITSELF AND ITS AFFILIATES AND ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS PROVIDED IN THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, FILEAUDITOR, ON BEHALF OF ITSELF, AND ITS AFFILIATES AND ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. NEITHER FILEAUDITOR, ANY OF ITS AFFILIATES, NOR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THE APPLICATIONS OR ANY FUNCTION CONTAINED IN THE APPLICATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APPLICATIONS OR THE SERVERS THAT MAKE THE APPLICATIONS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  3. ANY PRODUCT, OFFERING, CONTENT AND MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL.
  4. NEITHER FILEAUDITOR, ANY OF OUR AFFILIATES, NOR ANY OF OUR OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS IN THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
  5. NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

6) Third-Party Products, Services And Data Collection

  1. Third Party Services. Certain features, aspects, software products and services offered through the Services are provided, in whole or in part, by third parties (“Third-Party Services” as provided by “Third-Party Service Providers”). In order to use Third-Party Services, you may be required to enter into additional terms and conditions with Third-Party Service Providers. This Agreement applies only to the Services, and not to the applications, websites or other services provided by any other person or entity, and your right to use such Third Party Services as part of the Services is subject to and governed by the terms and conditions of the third party license applicable to such Third-Party Services. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products or other materials on or available from such apps or resources. In the event of a conflict between the terms of this Agreement and the terms of such third party licenses, the terms of the third party licenses shall control with regard to your use of the relevant Third Party Service
  2. Protected Information. You further acknowledge and agree that a Third-Party Service Provider may collect and use certain information about you, which may include your data, personal information, company information and related business and financial information (“Protected Information”). Any exchange of data, including Protected Information, or other interaction between you and a provider of a Third Party Services is solely between you and Third-Party Service Provider. Prior to providing information to any Third-Party Service Provider, you should review their privacy policy. If you do not understand or do not agree to the terms of a Third-Party Service Provider’s privacy policy, you should not use the related third-party services.
  3. Disclaimer. FILE AUDITOR DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM (I) YOUR USE OF OR RELIANCE ON, ANY CONTENT, ADVERTISEMENTS, PRODUCTS OR OTHER RESOURCES AVAILABLE ON ANY SUCH SERVICES OR RESOURCES (REGARDLESS OF WHETHER WE DIRECTLY OR INDIRECTLY LINK TO SUCH CONTENT, ADVERTISEMENTS, PRODUCTS OR OTHER RESOURCES) OR (II) YOUR INFORMATION COLLECTED OR USED BY THIRD-PARTY SERVICE PROVIDERS.

    4. 7) Indemnification

    YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS FILE AUDITOR AND OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, SUPPLIERS, INFORMATION PROVIDERS, OR LICENSORS ("FILE AUDITOR PARTIES") PARTIES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, FEES, FINES, AND COSTS, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, RESULTING FROM OR RELATING TO YOUR USE OF THE SERVICES OR VIOLATION OF THIS AGREEMENT.

    8) Limitations of Liability.

    1. AS PARTIAL CONSIDERATION FOR YOUR ACCESS TO OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE TO YOU IN ANY MANNER WHATSOEVER FOR DECISIONS YOU MAY MAKE OR YOUR ACTIONS OR NON-ACTIONS IN RELIANCE THEREUPON. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR THE FILE AUDITOR PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ("DAMAGES"), NOR SHALL WE BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR WEBSITE, RECORDS, PROGRAMS, SERVICES, OR CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION OR CLAIM (FOR EXAMPLE, CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, PROFESSIONAL MALPRACTICE, FRAUD, INFRINGEMENT OR OTHER BASES FOR CLAIMS). YOU ALSO AGREE THAT OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF AND ACCESS TO THE SERVICES AND PRODUCTS, IS LIMITED TO THE PURCHASE PRICE OF SERVICES FROM US IN THE APPLICABLE TRANSACTION, IF ANY. IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR OUR SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES.
    2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL FILEAUDITOR, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON THE WEBSITE, OUR APPLICATIONS OR APPLICATIONS LINKED TO OUR APPLICATIONS, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; OR (F) ANY OTHER MATTER RELATING TO THE SERVICES.
    3. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, SUCCESSORS AND ASSIGNS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY FILEAUDITOR, ITS AFFILIATES AND ANY OF FILEAUDITOR’S AND ITS AFFILIATES’ OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.
    4. YOU UNDERSTAND AND AGREE THAT THE CANCELLATION OR TERMINATION OF YOUR SUBSCRIPTION IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH US INCLUDING, WITHOUT LIMITATION, ANY DISPUTE RELATED TO, OR ARISING OUT OF: (I) THIS AGREEMENT OR OUR ENFORCEMENT OR APPLICATION THEREOF; (II) ANY PRACTICE OR POLICY OF FILEAUDITOR INCLUDING THIS AGREEMENT AND OUR PRIVACY POLICY, OR OUR ENFORCEMENT OR APPLICATION OF THESE POLICIES; (III) THE CONTENT AVAILABLE THROUGH THE WEBSITE AND/OR APPLICATIONS OR ANY CHANGE IN CONTENT PROVIDED THROUGH THE WEBSITE AND/OR APPLICATIONS THROUGH THE SERVICES; (IV) YOUR ABILITY TO ACCESS AND/OR USE OUR WEBSITE AND/OR APPLICATIONS; OR (V) THE AMOUNT OR TYPES OF OUR FEES OR CHARGES, SURCHARGES, APPLICABLE TAXES, OR BILLING METHODS, OR ANY CHANGE TO OUR FEES OR CHARGES, APPLICABLE TAXES, OR BILLING METHODS.
    5. THE MAXIMUM LIABILITY OF FILEAUDITOR AND ITS AFFILIATES AND ITS OR THEIR RESPECTIVE THIRD-PARTY SERVICE PROVIDERS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) RELATING TO OR ARISING UNDER THE SERVICES OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE LAST TWELVE MONTHS FROM THE DATE SUCH LIABILITY AROSE. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN FILEAUDITOR AND YOU. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
    6. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND PERMANENTLY BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THIS AGREEMENT.

    9) Term and Termination.

    This Agreement will remain in full force and effect while you use our Services (including the Website). We may terminate this Agreement and/or your use of, or access to, the Services at any time. Termination of this Agreement automatically terminates all rights and licenses granted to you under this Agreement, including all rights to use the Services, except that all terms that by their nature may survive termination shall be deemed to survive such termination (including, without limitation, intellectual property, disclaimers, limitations of liability, User Content license, governing law and venue). Subsequent to termination, File Auditor reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Services, including without limitation technological barriers such as IP blocking and direct contact with your Internet Service Provider.

    10) Miscellaneous.

    1. Entire Agreement; Governing Law. This Agreement, including all other terms and policies referenced herein, constitute the entire agreement between you and us with respect to the Service, and shall be construed in accordance with the laws of the State of Missouri, without respect to its conflict of laws rules. This Agreement shall be governed by and construed in accordance with the laws of the Missouri, without giving effect to any principles of conflicts of law. Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Services shall be instituted exclusively in the federal courts of the United States located in the Eastern District of Missouri or the courts of the State of Missouri located in St. Louis County. You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
    2. Conflict of Terms. In the event of any inconsistencies between this Agreement and the policies referenced therein, this Agreement shall control.
    3. No Waiver. Our failure to exercise or enforce any terms herein shall not constitute a waiver, and if we fail to act with respect to your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches.
    4. Breach. If we, in our sole discretion, take legal action against you in connection with any actual or suspected breach of this Agreement, we will be entitled to recover from you as part of such legal action, and you agree to pay, our reasonable costs and attorneys’ fees incurred as a result of such legal action. We will have no legal obligation or other liability to you or to any third party arising out of or relating to any termination of this Agreement
    5. Assignment. This Agreement, including any or all rights and obligations hereunder, may be freely assigned or transferred by us, but not by you.
    6. Headings for Convenience Only. Section headings are included for convenience only, and shall not affect the interpretation of any provisions in the Agreement.
    7. Notice. You agree that any electronic notices we send you shall satisfy any requirement that such notices be made in writing.
    8. Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the extent permitted by law, not in any way be affected or impaired thereby.
    9. Jurisdiction. The Website is controlled and operated by us from the United States, and is not intended to subject File Auditor to the laws or jurisdiction of any state, country or territory other than that of the United States. File Auditor does not represent or warrant that the Services or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Services, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

    11) Contact Information.

    If you have any comments or questions regarding this Agreement, or wish to report any violation of this Agreement, please contact us through the Contact Us page on the Website.

    Despite our name, we do not audit any information, including your User Content that you upload through the Website, to determine or ensure compliance with any applicable laws or regulations. We do not provide advice concerning real estate, brokerage, mortgage, licensing, or similar compliance and in no way represent that your User Content is or will be compliant with applicable real estate commission regulations or any other state, federal, or local laws or regulations. The Services provided by the Website do not contain or constitute, and should not be interpreted as, any type of advice or opinion. The Services and the content thereon is for informational and promotional purposes only, and is not to be construed as any type of advice or opinion concerning legal, tax, compliance, financial, or other matters. In providing our Services, we do not provide you with any business or financial advice including any guidance on the merits of a particular strategy or its likely implications. You understand and agree that the reports, analytics, analysis, correspondence and other content, information, data and/or calculations provided to you by the Service is solely for your own general information purposes and does not constitute an audit or compliance advice and may not be used by you to make compliance, financial or business decisions, which should be based on your own independent research and analysis.