Terms and Conditions of AuditBadger

Introduction

These Terms govern

● the use of AuditBadger, and,

● any other related Agreement or legal relationship with the Owner

in a legally binding way. Capitalized words are defined in the relevant dedicated section of this document.

The User must read this document carefully.

AuditBadger.com is provided by:

Prograils Sp. z o.o. Sczanieckiej 9a/9 60-215 Poznań Poland

Owner contact email: contact@prograils.com

Information about AuditBadger

AuditBadger is a compliance management SaaS platform designed to help organizations implement and maintain governance, risk, and compliance (GRC) programs. The Service enables business users to document controls, manage risks, track compliance objectives, and produce audit-ready evidence across multiple frameworks. Key features include:

● Compliance Frameworks: Pre-configured SOC 2 and ISO 27001 structures with hierarchical control organization, implementation tracking, document versioning, user acknowledgments, and evidence collection with attachment support.

● Risk Management: Multi-dimensional risk assessment across eight impact categories, risk treatment planning, control effectiveness mapping, point-in-time risk snapshots, and scheduled risk register reviews.

● Business Continuity Planning: Documentation of business continuity plans, identification of critical processes and dependencies, recovery time and recovery point objective tracking, plan testing documentation, and crisis communication templates.

● Incident Management: Security incident logging and categorization, severity classification with escalation paths, root cause analysis, corrective action tracking, post-incident reviews, and regulatory breach notification workflows.

● Asset Management: Physical asset lifecycle tracking from purchase to retirement, hardware inventory and assignment, maintenance scheduling, depreciation calculations, and check-in/check-out for shared resources.

● Vendor Management: Vendor registry with risk tiering, assessment templates and questionnaires, finding and remediation tracking, evidence request management, and a vendor self-service portal.

● Platform Capabilities: Multi-tenant architecture, role-based access control, comprehensive audit trails, file attachment management, and reporting and exports.

AuditBadger uses artificial intelligence to assist with compliance work, including generating draft policies, summarizing documents, suggesting control mappings, and analyzing evidence. AI-generated outputs are advisory in nature, may contain errors or omissions, and must be reviewed and validated by the Customer before being relied upon for any compliance, legal, or business purpose. The Customer is solely responsible for the accuracy and sufficiency of all content within their AuditBadger environment, whether AI-generated or not.

AuditBadger provides tools to support compliance activities but does not replace independent legal, security, audit, or regulatory advice or obligations. AuditBadger does not certify, audit, validate, or guarantee the accuracy or sufficiency of any evidence or documentation stored in the Service. The responsibility for achieving and maintaining compliance with any framework, standard, law, or regulation always remains with the Customer.

The binding terms governing these points are set out in the "Nature of the Service — Compliance, AI, and Professional Advice" section below, which prevails in the event of any inconsistency with this descriptive overview.

Please note: AuditBadger does not offer a free trial period. Subscriptions are billed from the day the Customer confirms subscription activation within the application. Subscriptions can be cancelled at any time from within the Service; cancellation is recorded immediately and the subscription remains active until the end of the current billing period, after which no further charges are made. No partial refunds are issued for unused portions of a billing period.

What the User should know at a glance

● The Service / AuditBadger is intended exclusively for Users that do not qualify as Consumers, such as Business Users acting for purposes relating to their trade, business, craft or profession. See the "Eligibility — Business Users only" section.

● AuditBadger uses automatic renewal for Product subscriptions. Information about the a) renewal period, b) termination details and c) termination notice can be found in the relevant section of these Terms.

● AuditBadger is a compliance management tool. It does not provide legal, audit, certification, or regulatory advice, does not guarantee any compliance outcome, and its AI features produce advisory output that the Customer must independently verify against the original source frameworks. The Customer bears sole and exclusive responsibility for verifying all AI-generated output against original source frameworks before any use. See the "Nature of the Service" section.

Eligibility — Business Users only

The Service is offered solely to Business Users and is not directed to, intended for, or available to Consumers.

By registering for or using the Service, the User represents and warrants that:

● it is acting for purposes relating to its trade, business, craft or profession, and not as a Consumer;

● the individual accepting these Terms is authorised to bind the organization on whose behalf the Service is used;

● it is not relying on any consumer-protection regime in connection with its use of the Service;

● it has, or has access to, sufficient professional expertise - including qualified legal, security, and audit professionals - to independently evaluate, validate, and take responsibility for all content generated within, or with the assistance of, the Service; and

● it does not rely, and will not rely, on the Service as a substitute for professional advice, an independent audit, or an accreditation process.

Because the Service is not directed to Consumers, statutory consumer rights that apply only to Consumers — including, where they would otherwise apply, the right of withdrawal from distance contracts under EU or national law — do not apply to the use of the Service. Nothing in these Terms limits any right that applies under mandatory law and cannot be excluded by agreement.

If the User does not meet these conditions, the User must not register for or use the Service.

Nature of the Service — Compliance, AI, and Professional Advice

This section sets out binding terms and prevails over any descriptive statement elsewhere in these Terms or on AuditBadger.

1. A tool, not advice. AuditBadger is a compliance management platform that provides software tools to document, organize, and evidence compliance activities. The Owner does not provide legal, regulatory, audit, certification, accounting, security-assurance, or other professional advice through the Service, and nothing made available through the Service constitutes such advice or creates an advisor-client, auditor-client, or similar relationship. The Service is not a substitute for independent professional advice, for an accredited audit or certification, or for the User's own judgment. For the avoidance of doubt, no output generated by the Service's AI features, no suggestion, template, control mapping, or policy draft produced by the Service, and no communication from the Owner's support team, constitutes legal, regulatory, audit, or professional advice, and none of them creates any advisory, fiduciary, auditor-client, or similar relationship or duty of care between the Owner and the User.

2. No guarantee of compliance. The Owner does not certify, audit, validate, attest to, or guarantee the accuracy, completeness, sufficiency, or regulatory acceptability of any control, policy, risk assessment, evidence, document, or other content within the User's environment, whether generated by the User, by the Service, or by its AI features. Achieving and maintaining compliance with any framework, standard, law, or regulation — and the consequences of any failure to do so — remain at all times the sole responsibility of the User.

3. AI-generated content is advisory and must be validated. The Service uses artificial intelligence to assist with compliance work, including generating draft policies, summarizing documents, suggesting control mappings, and analyzing evidence. AI-generated output is advisory only, is produced by automated systems, may be incomplete, inaccurate, outdated, or unsuitable for the User's circumstances, and must be independently reviewed and validated by a competent person before being relied upon for any compliance, legal, audit, or business purpose. The User is solely responsible for all content in its environment, whether AI-generated or not.

4. Duty to consult original source frameworks. The User acknowledges and agrees that the Service organizes and references compliance frameworks for convenience only, and that framework text, criteria, and requirements within the Service may be summarized, paraphrased, abridged, or out of date. The User must not rely on the Service as an authoritative statement of any framework or legal requirement. Before relying on any control, mapping, policy, or evidence for a compliance, audit, certification, or regulatory purpose, the User must consult and verify against the original, authoritative source documents, including without limitation the AICPA SOC 2 Trust Services Criteria, the ISO/IEC 27001 standard (and related ISO/IEC documents), the HIPAA rules - including their most current updates and revisions, and any other framework, standard, law, or regulation applicable to the UserThe Owner has no obligation to update the Service to reflect immediate changes in external laws, regulations, or frameworks. Where the Service and a source document differ, the source document governs.

5. No reliance for life, health, or safety. The Service is a business compliance tool. It is not designed or intended for, and must not be used as a basis for, any decision or action relating to the life, health, physical safety, or bodily integrity of any person. The User must not rely on the Service or its output for any such purpose.

6. User responsibility. The User is responsible for determining whether the Service is appropriate for its purposes, for engaging qualified professionals where needed, and for all decisions taken on the basis of, or with the assistance of, the Service.

7. Assumption of Risk. The User expressly acknowledges that compliance management involves inherent uncertainty, that no software tool - however capable - can guarantee a specific audit or certification outcome, and that the User has independently assessed the risks associated with using the Service for its compliance activities. The User assumes full and exclusive risk for any adverse outcome, including without limitation a failed audit, refused or revoked certification, regulatory investigation, fine, or reputational harm, arising from its use of or reliance on the Service. This assumption of risk applies regardless of whether the adverse outcome was caused in whole or in part by AI-generated content, framework mapping, policy templates, or any other feature of the Service.

Account registration

To use the Service Users must register or create a User account, providing all required data or information in a complete and truthful manner. Failure to do so will cause unavailability of the Service.

Users are responsible for keeping their login credentials confidential and safe. For this reason, Users are also required to choose passwords that meet the highest standards of strength permitted by AuditBadger.

By registering, Users agree to be fully responsible for all activities that occur under their username and password. Users are required to immediately and unambiguously inform the Owner via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, have been violated, unduly disclosed or stolen.

Conditions for account registration

Registration of User accounts on AuditBadger is subject to the conditions outlined below. By registering, Users agree to meet such conditions.

● Accounts registered by bots or any other automated methods are not permitted.

● Unless otherwise specified, each User must register only one account.

● Unless explicitly permitted, a User account may not be shared with other persons.

Account termination

Users can terminate their account and stop using the Service at any time by doing the following:

● By using the tools provided for account termination on AuditBadger.

● By directly contacting the Owner at the contact details provided in this document.

Account suspension and deletion

The Owner reserves the right, at its sole discretion, to suspend or delete at any time and without notice, User accounts that it deems inappropriate, offensive or in violation of these Terms.

The suspension or deletion of User accounts shall not entitle Users to any claims for compensation, damages or reimbursement.

The suspension or deletion of accounts due to causes attributable to the User does not exempt the User from paying any applicable fees or prices.

Content on AuditBadger

Unless where otherwise specified or clearly recognizable, all content available on AuditBadger is owned or provided by the Owner or its licensors.

The Owner undertakes its utmost effort to ensure that the content provided on AuditBadger infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result. In such cases, without prejudice to any legal prerogatives of Users to enforce their rights, Users are kindly asked to preferably report related complaints using the contact details provided in this document.

Rights regarding content on AuditBadger - All rights reserved

The Owner holds and reserves all intellectual property rights for any such content.

Users may not, therefore, use such content in any way that is not necessary or implicit in the proper use of the Service.

In particular, but without limitation, Users may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the content available on AuditBadger, nor allow any third party to do so through the User or their device, even without the User's knowledge.

Where explicitly stated on AuditBadger, the User may download, copy and/or share some content available through AuditBadger for its sole internal business and compliance purposes. Users are strictly prohibited from reselling, sublicensing, white-labeling, or commercially distributing the outputs generated by the Service as a standalone product or consulting service .

Any applicable statutory limitation or exception to copyright shall stay unaffected.

Content provided by the User

The User may provide, upload, or generate content within the Service (including documents, evidence, and AI-assisted output). The User retains its rights in such content and grants the Owner only the rights necessary to host, process, and display it for the purpose of providing the Service. The User is solely responsible for the content it provides and warrants that it has the right to provide it and that doing so infringes no third-party rights or applicable law.

Access to external resources

Through AuditBadger Users may have access to external resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability.

Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties' terms and conditions or, in the absence of those, applicable statutory law.

Acceptable use

AuditBadger and the Service may only be used within the scope of what they are provided for, under these Terms and applicable law.

Users are solely responsible for making sure that their use of AuditBadger and/or the Service violates no applicable law, regulations or third-party rights.

Therefore, the Owner reserves the right to take any appropriate measure to protect its legitimate interests including by denying Users access to AuditBadger or the Service, terminating contracts, reporting any misconduct performed through AuditBadger or the Service to the competent authorities – such as judicial or administrative authorities - whenever Users engage or are suspected to engage in any of the following activities:

● violate laws, regulations and/or these Terms;

● infringe any third-party rights;

● considerably impair the Owner's legitimate interests;

● offend the Owner or any third party.

Data protection and the DPA

The Owner processes personal data as described in the privacy policy of AuditBadger.

Where the Owner processes personal data on the User's behalf in the course of providing the Service, such processing is governed by the Owner's Data Processing Agreement (DPA), available at https://auth.auditbadger.com/legal/dpa, which is incorporated into and forms part of these Terms by reference. By accepting these Terms, the User confirms that it has read, understood, and accepted the DPA, and both the User and the Owner are bound by it; no separate signature is required for the DPA to take effect. In the event of a conflict between the DPA and these Terms on matters of personal-data processing, the DPA prevails.

TERMS AND CONDITIONS OF SALE

Paid Products

Some of the Products provided on AuditBadger, as part of the Service, are provided on the basis of payment.

The fees, duration and conditions applicable to the purchase of such Products are described below and in the dedicated sections of AuditBadger.

To purchase Products, the User must register or log into AuditBadger.

Product description

Prices, descriptions or availability of Products are outlined in the respective sections of AuditBadger and are subject to change without notice.

While Products on AuditBadger are presented with the greatest accuracy technically possible, representation on AuditBadger through any means (including, as the case may be, graphic material, images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product.

The characteristics of the chosen Product will be outlined during the purchasing process.

Purchasing process

Any steps taken from choosing a Product to order submission form part of the purchasing process. The purchasing process includes these steps:

● By clicking on the checkout button, Users open the Stripe checkout section, wherein they will have to specify their contact details and a payment method of their choice.

● After providing all the required information, Users must carefully review the order and, subsequently, confirm and submit it by using the relevant button or mechanism on AuditBadger, hereby accepting these Terms and committing to pay the agreed-upon price.

Order submission

When the User submits an order, the following applies:

● The submission of an order determines contract conclusion and therefore creates for the User the obligation to pay the price, taxes and possible further fees and expenses, as specified on the order page.

● In case the purchased Product requires an action from the User, such as the provision of personal information or data, specifications or special wishes, the order submission creates an obligation for the User to cooperate accordingly.

● Upon submission of the order, Users will receive a receipt confirming that the order has been received.

All notifications related to the described purchasing process shall be sent to the email address provided by the User for such purposes.

Prices

Users are informed during the purchasing process and before order submission, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged.

Prices on AuditBadger are displayed:

● excluding any applicable fees, taxes and costs.

Offers and discounts

The Owner may offer discounts or provide special offers for the purchase of Products. Any such offer or discount shall always be subject to the eligibility criteria and the terms and conditions set out in the corresponding section of AuditBadger.

Offers and discounts are always granted at the Owner's sole discretion.

Repeated or recurring offers or discounts create no claim/title or right that Users may enforce in the future.

Depending on the case, discounts or offers shall be valid for a limited time only or while stocks last. If an offer or discount is limited by time, the time indications refer to the time zone of the Owner, as indicated in the Owner's location details in this document, unless otherwise specified.

Coupons

Offers or discounts can be based on Coupons.

If breach of the conditions applicable to Coupons occurs, the Owner can legitimately refuse to fulfill its contractual obligations and expressly reserves the right to take appropriate legal action to protect its rights and interests.

Notwithstanding the provisions below, any additional or diverging rules applicable to using the Coupon displayed in the corresponding information page or on the Coupon itself shall always prevail.

Unless otherwise stated, these rules apply to the use of Coupons:

● Each Coupon is only valid when used in the manner and within the timeframe specified on the website and/or the Coupon;

● A Coupon may only be applied, in its entirety, at the actual time of purchase – partial use is not permitted;

● Unless otherwise stated, single-use Coupons may only be used once per purchase and therefore may only be applied a single time even in cases involving installment-based purchases;

● A Coupon cannot be applied cumulatively;

● The Coupon must be redeemed exclusively within the time specified in the offer. After this period, the Coupon will automatically expire, precluding any possibility for the User to claim the relevant rights, including cash-out;

● The User is not entitled to any credit/refund/compensation if there is a difference between the value of the Coupon and the redeemed value;

● The Coupon is intended solely for non–commercial use. Any reproduction, counterfeiting and commercial trade of the Coupon is strictly forbidden, along with any illegal activity related to the purchase and/or use of the Coupon.

Methods of payment

Information related to accepted payment methods is made available during the purchasing process.

Some payment methods may only be available subject to additional conditions or fees. In such cases related information can be found in the dedicated section of AuditBadger.

All payments are independently processed through third-party services. Therefore, AuditBadger does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed. The User may read the privacy policy of AuditBadger to learn more about the data processing and Users' rights regarding their data.

If a payment through the available methods fails or is refused by the payment service provider, the Owner shall be under no obligation to fulfill the purchase order. If a payment fails or is refused, the Owner reserves the right to claim any related expenses or damages from the User.

Term and termination

Subscriptions

Subscriptions allow Users to receive a Product continuously or regularly over time. Details regarding the type of subscription and termination are outlined below.

Fixed-term subscriptions

Paid fixed-term subscriptions start on the day the payment is received by the Owner and last for the subscription period chosen by the User or otherwise specified during the purchasing process.

Once the subscription period expires, the Product shall no longer be accessible.

Automatic renewal of fixed-term subscriptions

Subscriptions are automatically renewed through the payment method that the User chose during purchase.

The renewed subscription will last for a period equal to the original term.

The User shall receive a reminder of the upcoming renewal with reasonable advance, outlining the procedure to be followed in order to cancel the automatic renewal.

Termination by the User

Subscriptions may be terminated by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or — if applicable — by using the corresponding controls inside AuditBadger.

If the notice of termination is received by the Owner before the subscription renews, the termination shall take effect as soon as the current period is completed.

Set-off exclusion

The User's right to set-off any claims against the Owner's remuneration is expressly excluded, unless the User's claim is confirmed by a final, unappealable court judgment.

Liability and indemnification

Unless otherwise explicitly stated or agreed with Users, the Owner's liability for damages in connection with the execution of the Agreement shall be excluded, limited and/or reduced to the maximum extent permitted by applicable law.

Disclaimer relating to compliance and AI output

Without prejudice to the "Nature of the Service" section, the User acknowledges that the Owner gives no warranty and accepts no liability for: any compliance, audit, or certification outcome; the accuracy, completeness, or sufficiency of any control, policy, risk assessment, evidence, or other content (whether generated by the User, the Service, or its AI features); any decision taken by the User or any third party on the basis of, or with the assistance of, the Service; or any divergence between content in the Service and the original source frameworks, which the User is obliged to consult. These matters fall outside the scope of the Owner's obligations under the Agreement. To the maximum extent permitted by applicable law, all statutory warranties, including the warranty for physical and legal defects (rękojmia za wady) under the Polish Civil Code, are expressly and entirely excluded.

Indemnification

The User agrees to defend, indemnify and hold the Owner harmless from and against any claims, liabilities, damages, losses, and expenses (including regulatory fines, legal fees, and audit failure costs) arising out of or in any way connected with the User's reliance on the Service, AI-generated output, or failure to pass any compliance audit, certification or regulatory inspection. The User acknowledges that AI-generated output is predictive and probabilistic by nature, and any inaccuracies or errors do not constitute a defect of the Service.

The User agrees to indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees harmless from and against any claim or demand — including but not limited to lawyer's fees and costs — made by any third party due to or in relation with any culpable violation of these Terms, third-party rights or statutory provisions connected to the use of the Service by the User or its affiliates, officers, directors, agents, co-branders, partners and employees to the extent allowed by applicable law.

Limitation of liability

Unless otherwise explicitly stated and without prejudice to mandatory law, Users shall have no right to claim damages against the Owner (or any natural or legal person acting on its behalf).

The Owner's liability is excluded and limited to the maximum extent permitted by applicable law. In particular, the Owner shall be liable only for damages caused intentionally (willful misconduct). Liability for any other degree of fault, including gross negligence and ordinary negligence, is expressly and entirely excluded, regardless of the legal basis of the claim.

Without prejudice to the carve-out below, the Owner shall not be liable for:

● any direct or indirect, incidental, special, consequential or punitive damages of any kind;

● any loss of profits, revenue, income, anticipated savings, business, contracts or business relationships, goodwill or reputation;

● any loss or corruption of data, or cost of procuring substitute services;

● any compliance, audit, certification, or regulatory outcome, finding, penalty or sanction;

● any damage or loss arising from the User's reliance on AI-generated output, or on content in the Service that the User did not validate against the original source frameworks;

● any loss that is not a direct and foreseeable consequence of a breach of these Terms by the Owner;

● damages or losses resulting from interruptions or malfunctions of AuditBadger due to acts of force majeure, or unforeseen and unforeseeable events beyond the Owner's reasonable control, such as failures of telecommunication or electrical lines, the Internet or other means of transmission, unavailability of websites, strikes, natural disasters, viruses and cyber attacks, or interruptions in third-party services or applications;

● any damage, prejudice or loss occurring due to viruses or other malware contained in or connected to files available for download via AuditBadger — Users are responsible for implementing sufficient security measures such as anti-viruses and firewalls and for securing backup copies of all data uploaded to or exchanged via AuditBadger.

Aggregate cap. In any event, and to the maximum extent permitted by applicable law, the Owner's total aggregate liability under or in connection with the Agreement shall not exceed the total payments actually received by the Owner from the User under the Agreement during the twelve (12) months immediately preceding the event giving rise to the liability, or the duration of the Agreement if shorter.

Mandatory-law carve-out. The Owner shall be liable only for damages caused intentionally (willful misconduct). Liability for any other degree of fault, including gross negligence and ordinary negligence, is expressly excluded, regardless of the legal basis of the claim (contract, tort, or otherwise). Nothing in these Terms excludes or limits the Owner's liability where, and to the extent that, such exclusion or limitation is not permitted by applicable law — in particular, liability for damage caused intentionally or by gross negligence, and liability for harm to life, health or physical integrity. The limitations and exclusions in this section apply only to the extent permitted by mandatory law and are intended to operate to the fullest extent so permitted; if any limitation is found unenforceable, it shall be reduced to the minimum extent necessary to make it enforceable, and the remaining limitations shall continue to apply.

Australian Users

Limitation of liability

Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy which the User may have under the Competition and Consumer Act 2010 (Cth) or any similar state and territory legislation and which cannot be excluded, restricted or modified (non-excludable right). To the fullest extent permitted by law, our liability to the User, including liability for a breach of a non-excludable right and liability which is not otherwise excluded under these Terms, is limited, at the Owner's sole discretion, to the re-performance of the services or the payment of the cost of having the services supplied again.

US Users

Disclaimer of Warranties

AuditBadger is provided strictly on an "as is" and "as available" basis. Use of the Service is at Users' own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, obtained by the User from the Owner or through the Service will create any warranty not expressly stated herein.

Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the Service will meet Users' requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at Users' own risk and Users shall be solely responsible for any damage to Users' computer system or mobile device or loss of data that results from such download or Users' use of the Service.

The Owner does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Owner shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.

The Service may become inaccessible or it may not function properly with Users' web browser, mobile device, and/or operating system. The owner cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service.

Federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.

Limitations of liability

To the maximum extent permitted by applicable law, in no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for:

● any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service; and

● any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or User account or the information contained therein;

● any errors, mistakes, or inaccuracies of content;

● personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Service;

● any unauthorized access to or use of the Owner's secure servers and/or any and all personal information stored therein;

● any interruption or cessation of transmission to or from the Service;

● any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service;

● any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or

● the defamatory, offensive, or illegal conduct of any User or third party.

In no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by User to the Owner hereunder in the preceding 12 months, or the period of duration of this agreement between the Owner and User, whichever is shorter.

This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the User has been advised of the possibility of such damage.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to the User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.

Indemnification

The User agrees to defend, indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from

● User's use of and access to the Service, including any data or content transmitted or received by User;

● User's violation of these terms, including, but not limited to, User's breach of any of the representations and warranties set forth in these terms;

● User's violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;

● User's violation of any statutory law, rule, or regulation;

● any content that is submitted from User's account, including third party access with User's unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information;

● User's willful misconduct; or

● statutory provision by User or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.

These US-specific provisions are included for informational purposes and because certain US state laws may apply to US-based Users regardless of the governing law clause. They do not constitute a submission by the Owner to US jurisdiction or a waiver of the governing law clause designating Polish law as applicable to the Agreement. In the event of any conflict between this section and the governing law clause, the governing law clause shall prevail to the maximum extent permitted by applicable law.

Common provisions

No Waiver

The Owner's failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. Any waiver of rights under these Terms must be made in writing or in documentary form to be valid. No waiver shall be considered a further or continuing waiver of such term or any other term.

Service interruption

To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates or any other changes, without prior notice, though the Owner will make reasonable efforts to inform Users in advance.

Within the limits of law, the Owner may also decide to suspend or discontinue the Service at any time . If the Service is discontinued, the Owner will cooperate with Users to enable them to withdraw personal data in accordance with applicable data protection laws. Any rights of the User relating to continued product use, damages, or compensation for the suspension or discontinuation of the Service are expressly excluded.

Additionally, the Service might not be available due to reasons outside the Owner's reasonable control, such as "force majeure" events (infrastructural breakdowns, cyberattacks or blackouts etc.). The Owner shall not be liable for any downtime, access failures, or data loss resulting from such interruptions.

Service reselling

Users are strictly prohibited from reproducing, duplicating, copying, selling, reselling, sublicensing, white-labeling, or commercially exploiting any portion of AuditBadger, its Service, or any AI-generated outputs without the Owner's express prior written permission.

Privacy policy

To learn more about the use of their personal data, Users may refer to the privacy policy of AuditBadger. Where the Owner acts as a processor of the User's personal data, the Data Processing Agreement referenced in the "Data protection and the DPA" section applies and constitutes an integral part of these Terms and Conditions.

Intellectual property rights

Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights and design rights related to AuditBadger are the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property.

All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with AuditBadger are, and remain, the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.

Changes to these Terms

The Owner reserves the right to amend or otherwise modify these Terms at any time. The Owner will inform the User of these changes by email or via a prominent notification within the Service. Such changes will take effect 14 days after the notification is sent. The continued use of the Service or failure to terminate the Agreement within this period will signify the User's absolute acceptance of the revised Terms. If Users do not wish to be bound by the changes, their sole remedy is to stop using the Service and terminate the Agreement before the changes take effect.

If legally required, the Owner will notify Users in advance of when the modified Terms will take effect.

Assignment of contract

The Owner reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the User's legitimate interests into account. Provisions regarding changes of these Terms will apply accordingly.

Users may not assign or transfer their rights or obligations under these Terms in any way, without the written permission of the Owner.

Contacts

All communications relating to the use of AuditBadger must be sent using the contact information stated in this document.

Severability

Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

US Users

Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. These Terms constitute the entire Agreement between Users and the Owner with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law.

EU Users

Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts. In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.

Without prejudice to the above, the nullity, invalidity or impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement, unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.

Governing law

These Terms and Conditions, the relationship between the User and the Owner, and any disputes or claims arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed exclusively in accordance with the laws of the Republic of Poland, without regard to its conflict of law principles.

Venue of jurisdiction

The exclusive competence to decide on any controversy resulting from or connected to these Terms lies with the competent courts of Poznań, Poland, being the place where the Owner is based.

Dispute resolution

Amicable dispute resolution

Users may bring any disputes to the Owner who will try to resolve them amicably.

While Users' right to take legal action shall always remain unaffected, in the event of any controversy regarding the use of AuditBadger or the Service, Users are kindly asked to contact the Owner at the contact details provided in this document.

The User may submit the complaint including a brief description and if applicable, the details of the related order, purchase, or account, to the Owner's email address specified in this document.

The Owner will process the complaint without undue delay and within 7 days of receiving it.

Definitions and legal references

AuditBadger (or this Application) — The property that enables the provision of the Service.

Agreement — Any legally binding or contractual relationship between the Owner and the User, governed by these Terms, including the Data Processing Agreement incorporated by reference.

Business User — Any User that does not qualify as a Consumer; a User acting for purposes relating to its trade, business, craft or profession.

Consumer — Any natural person acting for purposes which are outside their trade, business, craft or profession.

Coupon — Any code or voucher, in print or electronic form, which allows the User to purchase the Product at a discounted price.

Data Processing Agreement (DPA) — The agreement governing the Owner's processing of personal data on the User's behalf, available at https://auth.auditbadger.com/legal/dpa and incorporated into these Terms by reference.

European (or Europe) — Applies where a User, regardless of nationality, is in the EU.

Owner (or We) — Indicates the natural person(s) or legal entity that provides AuditBadger and/or the Service to Users; here, Prograils Sp. z o.o.

Product — A good or service available through AuditBadger, such as e.g. physical goods, digital files, software, booking services etc., and any other types of products separately defined herein, such as Digital Products.

Service — The service provided by AuditBadger as described in these Terms and on AuditBadger.

Terms — All provisions applicable to the use of AuditBadger and/or the Service as described in this document, including any other related documents or agreements (including the DPA), and as updated from time to time.

User (or You) — Indicates any natural person or legal entity using AuditBadger.