Terms and Conditions

By registering for the ‘Audit.ninja’ tool, you agree to abide by the following conditions (hereinafter ‘the Agreement’) governing your use of Audit.ninja's online services, including without limitation use of the hosted software components and other related support options (collectively referred to as the ‘Service’). If an agreement is made on behalf of a company or any other legal person, you represent that you have the power to bind such legal person hereunder, in which case the terms ‘you’ and ‘your’ refer to this legal person. If you do not have such power or if you do not agree to obey these conditions, you cannot use this service.

Subject to the provisions of this Agreement, Audit.ninja will provide you with the use of the Service, including a browser interface and the encryption, transmission, access and storage of data. Your subscription or use of the Service will be deemed to be your commitment to comply with all of the Terms and Conditions of this Agreement. For reference, a Definitions section is included in this Agreement. Audit.ninja offers several services and products; this Agreement governs all products and services offered by Audit.ninja

I. Definitions

As used in this Agreement now or hereinafter associated with this:

‘Start Date’ or ‘Registration Date’: means the date on which this Agreement is accepted by confirming your registration to the service or by making payment through our payment provider, whichever occurs first;

‘Initial Term’: means the initial period during which you are required to pay for the Service, corresponding to the billing frequency you chose when you register for the Service;

‘Intellectual Property Rights’: means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secrets and all other intellectual property rights, their derivatives and any other rights of a similar nature in Switzerland;

‘License administrator(s)’: refers to the users you have invited to your account and who are therefore authorized to purchase licenses online through the Service;

‘License Term(s)’: refers to the period(s) during which a designated number of Users are authorized to use the Service in accordance with Order Confirmation(s);

‘Order Confirmation(s)’: means the form attesting to the initial subscription to the Service and any subsequent Order Confirmation submitted online via the Site or in writing, specifying, among other things, the applicable charges, the invoicing period, the terms of payment and other charges agreed between the parties, each of these Order Confirmations to be incorporated into and forming part of this Agreement (in the event of a conflict between the terms of this Agreement and the terms of any Order Confirmation, the terms of the Order Confirmation shall prevail);

Audit.ninja’: means and refers to Blackbelt Sàrl, whose registered office is located at Galerie SaintFrançois B, 1003 Lausanne, in Switzerland;

‘Audit.ninja Technology’: refers to all of Audit.ninja's proprietary technologies (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, models and any other material or material and immaterial technical information) made available to you by Audit.ninja by providing the Service;

II. Confidentiality & Security; Disclosure

Audit.ninja's privacy and security policies can be viewed online at the Audit.ninja site (the ‘Website’). Audit.ninja reserves the right to modify its privacy policies at any time and at its sole and absolute discretion. Audit.ninja reserves the right to disclose who its customers and partners are, including by posting it on the Website and in its marketing materials. Customers and partners fully accept this transmission of data.

III. License Grant & Restrictions

Audit.ninja hereby grants you a license to use the Service for the License Term. This license is nonexclusive, non-transferable, limited, revocable and worldwide, solely for your internal purposes and subject to compliance with all the terms and conditions of this Agreement. In the event that your online order or Order Confirmation is provided for a designated number of Users, your license to use the Service is limited to the designated number of users. Any rights not expressly granted to you are expressly reserved by Audit.ninja and its licensors. You may not access the Service to monitor its availability, performance, functionality or for any benchmarking, reverse engineering or other competitive purposes.

It prohibits, inter alia:

(i) to license or sublicense, sell, resell, transfer, assign, distribute or use for commercial purposes or provide to third parties the Service, the Audit.ninja Technology or the Audit.ninja Content in any way;

(ii) modify or create derivative works using the Service, Audit.ninja Technology or Audit.ninja Content;

(iii) integrate the Service as an ‘iframe’ or ‘frame’ from another application;

(iv) reverse engineer or access the Service to

• (a) create a competitive product or service
• (b) create a product using ideas, features, functions or graphics that are similar to those presented on the Service, or;
• (c) copy any ideas, features, functions or graphics from the Service.

The Service cannot be shared or used by more than one individual unless the Order Confirmation authorizes sharing within your organization. You are prohibited from sharing the Service outside of your organization. You are solely responsible for correctly assigning usernames and passwords for the Service and for complying with all terms of this Agreement and the Order Confirmation. You are responsible for maintaining the confidentiality of your usernames, passwords and other account information. Usernames and passwords must not be shared by more than one person and cannot be transferred from one person to another unless the Original User no longer needs them and is not no longer authorized to access the Service. You are authorized to use the Service only for your internal needs and you are prohibited from: (i) sending or storing material containing malware, worms, Trojan horses or other computer code, files, harmful scripts, agents or programs; (ii) interfere with or disrupt the integrity or normal operation of the Service or the data it contains, or of the sites, servers or networks of Audit.ninja; (iii) attempt to gain unauthorized access to the Service or to systems and networks connected to the Service; or (iv) to act with the aim of inflicting, unreasonably or disproportionately, an overload on the IT infrastructure of Audit.ninja. Audit.ninja will have the right to modify the scope of the Service, as well as the underlying technical infrastructure, to reflect continuous improvements of the Service and technological advances.

IV. Your Responsibilities

You are fully responsible for all activities that take place on your User Accounts and you agree to abide by all local, state, national and foreign laws, treaties and regulations that may apply to your use of the Service, including those related to data confidentiality, international communications and the transmission of technical or personal data. You must:

(i) immediately notify Audit.ninja of any unauthorized use of any password or account or any other known or suspected breach of security;

(ii) immediately report to Audit.ninja and do your best to end as quickly as possible any copying or distribution of Audit.ninja Content that you suspect or that you or your Users are aware of;

(iii) not impersonate another Audit.ninja user or provide false information about your identity to access or use the Service;

(iv) not to use the Service to defame, abuse, coerce, threaten or in any way violate the legal rights of any other person;

(v) not to post, post, download, email, distribute or disseminate any defamatory, misleading, infringing or illegal content and;

(vi) not to collect, store or transmit any personal information about individuals or any other information that is subject to the laws and regulations in force regarding the protection of privacy.

V. Account information and data

Audit.ninja does not own any keyword data, information, performance data, paid keyword campaigns or material that you submit to the Service as part of the use of the Service (gathered under the heading: ‘Customer Data’), you are the sole owner. You hereby grant to Audit.ninja a worldwide, royalty-free, non-exclusive right during the term of the license, to use, reproduce, create derivative works, distribute, perform, transmit and to publish your Customer Data for the sole purpose of:

(i) processing your Customer Data as part of the provision of the Service,

(ii) storing or hosting Customer Data in a remote database or on the Site accessible to your Users, and

(iii) sharing Customer Data with our authorized third parties (see section ‘Interactions with third parties’).

Your Customer Data is only accessible to you and to persons expressly authorized by you; data is NOT shared with other customers. Audit.ninja reserves the right to use your Customer Data in order to compile, analyze and disclose to authorized third parties’ indicators, data and aggregated trends which may contain Customer Data that may identify you. You, and not Audit.ninja, are solely responsible for the accuracy, quality, integrity, legality, fairness and intellectual property or right of use of all Customer Data, and Audit.ninja cannot be held responsible for the deletion, correction, destruction, damage, loss or inability to store Customer Data. Use of the Service is subject to applicable laws and legal procedures. Nothing in this Agreement will limit Audit.ninja's right to comply with governmental, judicial and law enforcement requests or requirements regarding your use of the Service, which may include the disclosure of your Customer Data to competent authorities.

You are and will remain the owner of all your accounts on the Advertising Platforms. Audit.ninja is not a stakeholder in the financial agreement between you and the Advertising Platforms. All costs invoiced by Audit.ninja relate only to its software and its Service Offers. Individual Advertising Platforms or other third parties may provide financial benefits, contests, and other incentive programs to Audit.ninja based on customer satisfaction, ad spend under management and/or other key indicators influenced by the Audit.ninja software and Service, Customer Data representing a part of these calculations. These financial advantages will in no case be shared with you and you will not be able to benefit from them. The incentive programs provided to Audit.ninja by the Advertising Platforms will never affect the financial terms or the relationship you have directly with the Advertising Platforms.

If Audit.ninja processes personal data, (as defined in the General Data Protection Regulation) while performing its obligations under this Agreement, the parties agree that the owner of Customer Data (whether the Customer or a third party) will be, for the purposes of the General Data Protection Regulation, the data controller and that Audit.ninja will be a subcontractor, and in this case:

(a) Audit.ninja will only process such personal data in accordance with its Privacy Policy (which is incorporated into this Agreement);

(b) the Client warrants that it is authorized to grant Audit.ninja access to relevant personal data so that Audit.ninja can lawfully process the personal data in accordance with this Agreement on behalf of the Client; and

(c) the Client guarantees that he will ensure that the data subject has been informed and has given his consent for this processing by Audit.ninja as required by all applicable data protection legislation.

VI. Intellectual property rights

Audit.ninja (and its licensors, if applicable) owns all rights, titles and interests, including all intellectual property rights relating to the Audit.ninja Technology, the Audit.ninja Content and Service and all derivatives, suggestions, ideas, requests for improvement, comments, recommendations or other information provided by you or any other party during your use of the Service, and all indicators, data and aggregate trends compiled by Audit.ninja. This agreement does not constitute a contract of sale and does not give you any ownership rights in or related to the Service, Audit.ninja Technology or Intellectual Property Rights owned by Audit.ninja

The name Audit.ninja, the Audit.ninja logo and the names of the products and services associated with the Service and the Audit.ninja Content are trademarks of Audit.ninja or of third parties, and you are not granted any right or license to use them. The Site may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content posted on the Site is owned by Audit.ninja and/or its licensors under applicable copyright laws.

VII. Access and link to Google Ads

When you sign up to use our service, we ask for your permission to connect your Google Account to our Software and give us permission to view and manage your Google Ads Account. Please note that by doing this you will be giving us access to your Google Ads data. In the event that you associate a Google account ‘My Client Center’ with the Software and the latter has access to advertising accounts other than those which you personally hold, you guarantee that you have the express authorization of the third party owners of these accounts and to have informed them of this transaction.

Our service may change the way it connects to your Google Ads accounts, including adding ‘Audit.ninja’ as ‘Client Manager’ (commonly referred to as My Client Center by Google) to your Google Ads accounts. You may decline this change at any time by contacting us by email at [email protected], but the functionality available to you in the Software may be limited.

VIII. Interactions with third parties

For a better experience and for marketing purposes, when using our Service, we may ask you to provide us with certain data that can identify you. The information we request will be stored and used as described here. Audit.ninja uses third-party services which may collect information used to identify you. These services are subject to their own General Conditions, which you will find on the following links:

Google Analytics
Facebook
Google Privacy Policy

While using the Service, you may correspond with, purchase, or register to receive products and/or services and/or information from a third party. Any such activity, and all terms, conditions, warranties or representations associated with it, relate only to you and such third parties. Audit.ninja and its licensors have no responsibility, obligation or liability for any correspondence, purchase or promotion between you and such third party. Audit.ninja is providing these links to you only as a convenience and Audit.ninja or its licensors will not be responsible for any content, product or other material available on these sites. Audit.ninja provides the Service to you in accordance with the Terms and Conditions of this Agreement.

We work with companies and third parties for one or more of these reasons:

• To facilitate our Service;
• Provide the Service on our behalf;
• Provide the Service on their behalf;
• To carry out operations related to the Service;
• To offer you additional services, in a commercial approach;
• Justify and obtain direct or indirect financial incentives; or
• To help us analyze the use of our Service.

Some of these third parties have access to all data processed by our service, including, but not limited to:

• Your personal Information,
• Customer Data
• Customer Content and the content of your Google Ads account.

The use of this data by their care is strongly regulated and is done for one of the reasons mentioned above. These third parties are obligated not to disclose or use the information for any other purpose. In addition, these third parties have entered into a confidentiality agreement with Audit.ninja and are generally recognized Google Premier partners.

The functionality of the Service that interacts with other third-party programs depends on the continued availability of their programming interface (‘API’). If any of these third-party companies stop making their API available to us, or if the API is limited, Audit.ninja may cease providing certain functionality of the Service and you will have no payment obligation to Audit.ninja, in respect of these specific functionalities, for the periods concerned by such a cessation.

IX. Fees and payment of fees

You will be responsible for paying all charges to your account in accordance with applicable fees, charges and billing terms. The initial charge will be equal to the current price of the chosen edition of the Service.

Payments can be made on a monthly, annual or one-off basis, depending on the service chosen. Amounts due are payable by recurring automated payment by credit card or electronic invoices. No payment obligation is voidable, and all amounts paid are non-refundable without defect on our part. You must provide Audit.ninja with a valid credit card or prepayment to register for the Service. You hereby declare that you are authorized to use the credit card that you provide to us. Through the app, you or any other user linked to your account can change the type of subscription you originally purchased.

Changes to the edition of the Service will change your fees and will be subject to the following conditions:

(i) the duration of the new fees and the new edition of the Service will coincide with the pre-existing License Term (Initial Term or Renewal Term), as applicable;

(ii) any increase in charges resulting from changes made in the middle of a billing month will be billed in full on a pro rata basis for the portion of the billing month following such change; and

(iii) any reduction in charges resulting from changes made in the middle of a billing month will not take effect until the following billing month and no partial refund will be granted.

Audit.ninja reserves the right to change its fees and introduce new fees at any time, with at least 30 days' notice, which can be communicated by email. All pricing conditions are confidential information of Audit.ninja, and you agree not to disclose them to any third party.

For its activity, Audit.ninja may earn commissions from third party entities whose products and services it uses. The Client hereby acknowledges that he completely renounces his right of retrocession concerning said commissions.

X. Billing and Renewal

Audit.ninja invoices and collects the fees for using the Service in advance. Audit.ninja will automatically renew your subscription as described below, and bill your credit card or submit electronic invoices to you as mutually agreed. The renewal fee will be equal to the service charge in effect during the previous period, unless Audit.ninja has given you at least 30 days prior written notice of a fee increase, which will take effect upon renewal and later. Charges for other services, for example one-off, will be billed to you immediately upon your order confirmation.

Audit.ninja's fees are exclusive of taxes and levies or duties imposed by tax authorities, and you will be responsible for paying any such taxes, levies or duties. You agree to provide Audit.ninja with full and accurate billing information and contact details. This information includes the name of your legal entity, your mailing address, your email address, and the name and telephone number of an authorized billing contact and a License Administrator. You agree to update this information within 30 days of any modification. If the contact details you have provided are false or fraudulent, Audit.ninja reserves the right to terminate your access to the Service in addition to any other right or legal remedy. Depending on your location, all invoices and payments to Audit.ninja will be in Swiss francs, US dollars or euros. If you believe that your invoice has an anomaly, you must contact Audit.ninja in writing within 30 days of the date of the invoice indicating the discrepancies found to be eligible to receive an adjustment or a credit.

Unless the customer gives prior notice in writing 2 months before the contract expires, the latter is automatically renewed for a period equal to the duration of the contract signed between the Parties.

XI. Non-payment and Suspension

In addition to any other rights granted here, Audit.ninja reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes overdue (late payment). You will continue to be billed for the service during the entire suspension period. If you or Audit.ninja terminate this Agreement, you will be obligated to pay the balance due in your account for the Initial Term or the applicable Renewal Term, as the case may be, calculated in accordance with the Fees and Payment of Fees section above. You agree that Audit.ninja may charge these unpaid charges to your credit card or any other payment method that you have previously communicated. Audit.ninja reserves the right to impose a reactivation fee if you are suspended and then request access to the Service again. You agree and acknowledge that Audit.ninja has no obligation to retain Client Data or Client Content and that such data may be irretrievably deleted if your account is overdue by 30 days or more, if you deactivate your account or we ask to delete it.

XII. Duration

This Agreement takes effect on the Start Date, otherwise known as ‘Registration Date’. For all editions or versions of the product, the ‘Initial Term’ will be the one where you confirm your order or your subscription to the Service. Upon expiration of the Initial Term, this Agreement will automatically be renewed for successive renewal terms equal to the Initial Term (each, a ‘Renewal Term’), unless the party gives written notice in accordance with article XI above.

The fees payable to Audit.ninja for each Renewal Term will be the fees in effect at the time of the renewal. In the event that this Agreement expires or is terminated for any reason, you agree to extract your Customer Data and Customer Content from the Audit.ninja platform prior to the Effective Date of such expiration or termination. You agree and acknowledge that Audit.ninja has no obligation to retain Customer Data or Customer Content, and may delete such Customer Data and Customer Content 30 days after expiration or termination. Upon expiration or termination of this Agreement, your rights to use the Audit.ninja Service will immediately terminate. The following sections will survive any expiration or termination of this Agreement: 2, 4, 5, 6, 9, 11, 12 and 15-26.

XIII. Termination For Cause

Any breach of your payment obligation or other material obligations or any unauthorized use of the Audit.ninja Technology or Service will be considered a substantial violation of this Agreement. Without limiting the scope of any other remedy, Audit.ninja, in its sole discretion, may terminate your password, account, or use of the Service if you violate this Agreement.

XIV. Declarations & guarantees

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself or provided any false information to access the Service and that your billing information is correct.

Audit.ninja represents and warrants that it will provide the Service in a manner consistent with general industry standards that may reasonably be applicable to the provision of the same and that the Service, during the Initial Term or each Renewal Term, will function substantially according to the online help documentation provided by Audit.ninja (which may be updated from time to time) subject to use under normal circumstances. In the event that the service does not perform substantially according to this help documentation and you promptly notify Audit.ninja, Audit.ninja will modify the Service and/or documentation to conform. The foregoing is your sole and exclusive remedy if Audit.ninja fails to comply with the above statement.

XV. Disclaimer of warranties

Audit.ninja and its licensors make no representations or warranties regarding the reliability, quality, compliance, accuracy, availability, correctness or completeness of the service or any content offered.

Audit.ninja and its licensors do not represent or warrant

(a) that the use of the service will be secure, timely, uninterrupted or error-free or will work in combination with any other hardware, software, system or data

(b) that the service will meet your needs or expectations

(c) that all data stored will be accurate or reliable,

(d) that the quality of any product, service, information, package or other material purchased or obtained by you through the Service will meet your needs or expectations,

(e) that errors or defects will be corrected or;

(f) that the service or servers which make the service available are free of viruses or other harmful components. Except as expressly defined herein, the service and all content is provided to you strictly ‘as is’. Any condition, representation and warranty, whether stated, implied, statutory or otherwise, including, without limitation, any implied warranty of conformity, normal use for a particular purpose, or non-violation of third party rights, is hereby denied by Audit.ninja and its licensors to the fullest extent permitted by applicable law.

XVI. Mutual compensation

You must indemnify and hold Audit.ninja, its licensors and the parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents of each of these parties unharmed from and against all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees) arising out of or in connection with:

(i) a claim alleging that the use of Customer Data or Customer Content violates the rights of a third party or has caused harm to a third party;

(ii) a claim which, if true, would constitute a breach by you of your representations and warranties;

(iii) a claim arising out of your or your users' breach of this Agreement; or

(iv) any use or alleged use of your accounts or passwords by any person, whether authorized or not by you, provided that, in such case, Audit.ninja

• (a) promptly notify you in writing of the complaint;
• (b) gives you sole control over the defence and settlement of the claim (provided that you cannot settle or defend a claim unless you unconditionally release Audit.ninja from all liability and such settlement does not affect the activity or service of Audit.ninja);
• (c) provide you with all information and assistance reasonably available; and
• (d) has not compromised or settled any such claim.

Audit.ninja will indemnify and hold you, and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents, free from and against all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and expenses) arising out of or in connection with a claim that the Service directly and knowingly infringes a copyright, a Swiss patent issued on the Effective Date or a trademark of a third; provided that you (a) promptly give written notice of the complaint to Audit.ninja; (b) give Audit.ninja sole control over the defence and settlement of the claim (provided that Audit.ninja can only settle or defend a claim if it unconditionally releases you from any liability); (c) provide Audit.ninja with all information and assistance reasonably available; and (d) have not withdrawn or settled any such claim. Audit.ninja will have no obligation to indemnify, and you will indemnify Audit.ninja in accordance with this Agreement, for claims arising out of any breach resulting from the modification of the Service by you or any third party not authorized by Audit.ninja or the combination Service with any of your products, services, materials or business processes. If, as a result of a breach of the Service (other than that described in the previous sentence), your use of the Service is prohibited by a court, either Audit.ninja will modify the Service to make it non-infringing or it will acquire a license in order for you to continue to use the Service, or if neither of these two options is available, Audit.ninja will terminate this Agreement and, depending on the Effective Date of the termination, will pro-rate you the applicable fees that you paid to Audit.ninja in advance.

XVII. Technological delays

Audit.ninja services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Audit.ninja cannot be held responsible for delays, delivery failures or other damages resulting from these problems.

XVIII. Limitation of liability

In no case will Audit.ninja's total liability will exceed

(i) the amount paid/owed by you in the twelve (12) month period preceding the event giving rise to the applicable claim, or

(ii) CHF 2,500.00. Under no circumstances will the parties and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, secondary or consequential damages (including, without limitation, any loss of data, income, profits, use or other economic benefit) arising out of, or related in any way to this Service, to the technology or content of Audit.ninja, to the use or inability to use the service, or to any content obtained by or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party for which the damages are claimed or the licensors of that party have been previously informed of the possibility of such damages.

XIX. Communications

Audit.ninja may communicate important information about the Service or your use of the Service by email to your email address registered in your Audit.ninja account information. Such communication will be considered received at the expiration of 12 hours after sending by email. You can communicate with Audit.ninja at any time by email. Such communication will be deemed to have been received upon receipt of your email by Audit.ninja.

XX. Change of Terms & Conditions

Audit.ninja reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and such changes are effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly consulting this Agreement, which is available at any time on the Site. Any continued use of the Service after such changes demonstrates your acceptance of those changes.

XXI. Cession; Change of control

This Agreement may not be assigned by you without the prior written approval of Audit.ninja but may be assigned without your consent by Audit.ninja to (i) a parent company or subsidiary, (ii) an acquirer of its assets, or (iii) a successor by merger. Any assignment deemed in violation of this section will be null and void. Any actual or proposed change in control of and by yourself which results or would result in a direct competitor of Audit.ninja directly or indirectly owning or controlling 50% or more of your assets will give Audit.ninja the right to terminate this Agreement for cause, at any time, upon written notice.

XXII. Non-solicitation

During the term of this Agreement and for a period of two (2) years following the Effective Date of the termination of this Agreement, you must not, directly or indirectly, for yourself or any other person, business, company, partnership, association or other entity inducing or attempting to induce an employee of Audit.ninja to leave their employment or to interfere in any way with the relationship between Audit.ninja and its employees, or hire or enter into a contractual agreement with an employee or former employee of Audit.ninja. In the event of a violation of the foregoing, you agree to pay Audit.ninja an amount of damages equal to one (1) year of full-time salary and benefits for the employee concerned.

XXIII. General

This Agreement is governed by Swiss law, without regard to the choice of or without regard to conflicting provisions of law of any jurisdiction, and any dispute, action, claim or cause of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of the canton of Vaud, Switzerland. No text or information appearing on any other purchase order, preprinted form or document (other than an Order Confirmation, if applicable) will modify the terms and conditions of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be interpreted, to the extent possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in force and with full effect. No business partnership, association, employment, or agency relationship will exist between you and Audit.ninja as a result of this Agreement or use of the Service.

The failure of Audit.ninja to apply any right or clause of this Agreement does not constitute the waiver of such rights or clauses unless recognized and accepted in writing by Audit.ninja. This Agreement, together with any applicable Order Confirmation, comprises the entire agreement between you and Audit.ninja and supersedes all prior or subsequent negotiations, discussions or agreements, written or oral, between the parties regarding the subject matter of this Agreement. In the event that any of your Users is a subcontractor of your organization, you confirm that such subcontractors are bound by a written agreement to comply with all applicable restrictions set out in this Agreement, and you will be fully responsible and indemnify Audit.ninja for any failure of a subcontractor to comply with it.