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Audit Aware Terms and Conditions

Last updated September 16, 2026

Agreement to Our Legal Terms

We are Reason Consulting Corporation ("Company," "we," "us," or "our"), a corporation registered in North Carolina, United States, with its principal office at 2820 Selwyn Ave, STE 856, Charlotte, NC 28209, United States.

We operate the website https://www.auditaware.com (the "Website") and the Audit Aware web application made available through it, together with any related tools, integrations, documentation, and support (collectively, the "Services"). Audit Aware is an audit case management and geospatial business discovery platform for state and local government tax, assessment, and revenue offices. It ingests business and property records supplied by or for our customers, helps identify and prioritize potential audit and discovery cases, and manages those cases from opening through closure.

You can contact us by email at contact@reason.consulting or by mail at 2820 Selwyn Ave, STE 856, Charlotte, NC 28209, United States.

Who these Legal Terms bind. These Terms and Conditions (the "Legal Terms" or "Terms") are a legally binding agreement between Company and the government entity or other organization that has accepted an Ordering Document for the Services or for which trial access has been provisioned ("you" or "Customer"). An individual who accesses the Services with credentials provisioned by a Customer, including an employee, official, or contractor of that Customer or an employee of such a contractor, does so as an Authorized User of that Customer and not as a party to these Legal Terms. By accepting these Legal Terms or using the Services, an Authorized User agrees to comply with Sections 3, 4, and 7 and the Acceptable Use Policy while using the Services; an Authorized User's acceptance does not make the Authorized User or the Authorized User's employer a Customer, does not bind either of them to Sections 16, 17, 20, or 21, and is not a representation of authority to bind any organization. Nothing in this paragraph relieves a Customer of responsibility for its Authorized Users under Section 4.

By accepting an Ordering Document or using the Services, Customer confirms that it has read, understood, and agreed to be bound by these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

The Services are governed by these Legal Terms together with our End User License Agreement, Acceptable Use Policy, Privacy Policy, and Data Processing Addendum, each of which is posted on the Website and incorporated into these Legal Terms by reference. Our Cookie Policy, Disclaimer, Security Overview, and Accessibility Statement are also posted on the Website; they describe our practices for your information and are not incorporated as contractual obligations except to the extent an Ordering Document or the Data Processing Addendum expressly refers to them. Capitalized terms defined in these Legal Terms carry the same meaning in those documents unless a document states otherwise.

Separate agreements. Where Customer has entered into a signed written agreement or an accepted quote, order form, or contract with Company (an "Ordering Document"), that agreement controls over these Legal Terms to the extent of any conflict, and an Authorized User's acceptance of these Legal Terms does not modify, supersede, or waive any term of it. An Ordering Document may identify by date the versions of these Legal Terms and the documents incorporated into them that govern its committed term.

Amendments. We may revise these Legal Terms from time to time. We will give at least thirty (30) days' notice of any material change by email to the notice address stated in your Ordering Document or, where none is stated, to the email address associated with your account, and we will update the "Last updated" date above. A change is material if it reduces any right or remedy of Customer or its Authorized Users, expands any obligation, restriction, or liability of Customer or its Authorized Users, or alters Section 8, 14, 15, 17, 20, 21, 25, or 27 or the Data Processing Addendum. For Customers with a paid subscription or an Ordering Document, a material change will not apply until the start of the next renewal term unless you agree to it earlier or the change is required by law, and an Authorized User's acceptance of a later posted version does not apply a change to Customer before that date. If you do not agree to a material change, your remedy is to decline to renew, or to cancel as provided in Section 6, effective at the end of your then-current paid term; prepaid fees are not refunded on that basis.

The Services are intended for use by government entities and their Authorized Users. All users must be at least eighteen (18) years of age. The Services are not directed to consumers or to children.

We recommend that you print or save a copy of these Legal Terms for your records.

1. Our Services

The Services are a software tool. Company is not an auditor, assessor, appraiser, tax preparer, collection agency, or law firm, and the Services do not determine tax liability, assessed value, penalty, or the outcome of any audit, discovery, or enforcement action. Case selections, prioritization scores, discovery leads, geospatial matches, and other outputs of the Services are informational and are intended to be evaluated by your own officials under your own law, policy, and procedures. Nothing in the Services constitutes legal, tax, accounting, appraisal, or other professional advice, and you should consult qualified professionals before acting on any output.

AI-Assisted Features. Some features of the Services use artificial intelligence and machine learning models, including models provided by third parties, to assist your officials, for example by matching and classifying records, flagging anomalies, summarizing information, and drafting text ("AI-Assisted Features"). AI-Assisted Features can produce output that is inaccurate, incomplete, or inconsistent, and their output is decision support for your officials, who remain responsible for any decision or action taken on it. Prompts your Authorized Users submit to AI-Assisted Features and the outputs they return are Customer Data, and our processing of Customer Data through AI-Assisted Features, including through third-party model providers under zero-data-retention terms, is governed by Section 8 and the Data Processing Addendum.

The Services are offered to state and local government entities in the United States. Persons who access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws.

2. Intellectual Property Rights

Our intellectual property. We are the owner or licensee of all intellectual property rights in the Services, including the software, source code, databases, functionality, algorithms, models, scoring methods, website designs, audio, video, text, photographs, graphics, and documentation in the Services (collectively, the "Content"), and the trademarks, service marks, and logos contained therein (the "Marks"). The Content and Marks are protected by copyright, trademark, and other intellectual property laws of the United States and other jurisdictions. Content does not include Customer Data, which is addressed in Section 8.

Your license. Subject to your compliance with these Legal Terms, the End User License Agreement, and any Ordering Document, we grant you a non-exclusive, non-transferable license, revocable only as provided in Section 14, during the term of your subscription to access and use the Services, and to download or print any portion of the Content to which you have properly gained access, solely for your internal governmental or business purposes, including the performance of your official audit, assessment, discovery, collection, and compliance functions, the provision of those functions to the constituents and jurisdictions you serve, and the exchange of information with any other government entity with which you share information under law, interlocal agreement, or a data-sharing arrangement authorized by your law. This license extends to your Authorized Users. "Authorized Users" means your employees, officials, and contractors (including contract auditors and other service providers engaged by you, and their employees) who are acting within the scope of their duties for you and whom you have provisioned with credentials within the license limits stated in your Ordering Document.

Except as expressly provided in this Section 2, the End User License Agreement, or an Ordering Document, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express prior written permission. We reserve all rights not expressly granted to you.

If you believe that material we publish on the Website infringes a copyright you own or control, please notify us as described in Section 13.

3. User Representations

By using the Services, you represent and warrant that: (1) all registration information you submit is true, accurate, current, and complete, and you will keep it so; (2) if you are accepting these Legal Terms or an Ordering Document on behalf of a Customer, you have authority to do so; (3) you will not access the Services through automated or non-human means except through interfaces, integrations, or bulk-loading and export functions that we provide within the Services or approve in writing; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation, including laws governing the confidentiality of tax information.

If you provide information that is untrue, inaccurate, not current, or incomplete, we may suspend or terminate the affected account in accordance with Section 14.

4. User Registration

Access to the Services requires an account. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account and your Authorized Users' accounts, except to the extent an activity results from our failure to maintain reasonable security. You must notify us promptly at contact@reason.consulting of any unauthorized use of your account or any other breach of security of which you become aware.

5. Purchases and Payment

We license the Services only to government entities. A contractor to a government entity may use the Services only as an Authorized User provisioned by a government entity Customer under that Customer's license. The Services are sold under an Ordering Document for a subscription term of one or more years, invoiced annually in advance unless the Ordering Document provides otherwise. Fees are payable within the period stated on the invoice, or if none is stated, within thirty (30) days of the invoice date, in U.S. dollars by check, ACH, wire, or other method we accept. We do not process payment cards through the Website. Sales, use, and similar taxes are excluded from our fees; where you are exempt, you agree to provide a valid exemption certificate on request.

You agree to provide current, complete, and accurate purchasing and billing information, including a purchase order number where your procurement rules require one, and to notify us promptly of any change.

We may change our published prices at any time on notice, but fees stated in an accepted Ordering Document are fixed for the committed term stated in it and may be changed only by a written amendment signed by both parties. We may correct a clerical error in an invoice only to conform it to your Ordering Document.

6. Subscriptions

License tiers. Audit Aware is licensed in annual tiers. Each tier states a maximum number of data inputs (the data sources or record sets ingested into the Services during the subscription year, counted as your Ordering Document defines them) and a maximum number of Case Manager licenses (named Authorized User accounts with case management access, meaning the ability to open, edit, or close cases). Your Ordering Document defines how data inputs and Case Manager licenses are counted, states which roles, if any, do not consume a Case Manager license, and states your tier, its limits, the subscription term, and any multi-year commitment or associated discount; that definition controls. Your administrators may deactivate a named Authorized User and reassign that Case Manager license to another individual at any time without additional charge, and a license counts once regardless of how many individuals hold it in succession during the subscription year.

Overages. If your usage exceeds the limits of your tier, we will notify you, and you may move to a higher tier or purchase additional capacity through an amended or new Ordering Document. We will not disable access for an overage without first giving you a reasonable opportunity to do so. If, thirty (30) days after our notice, your usage remains above your tier limits and you have not entered into an amended or new Ordering Document, we may invoice you for the additional capacity at the rates stated in your Ordering Document or, where none are stated, at our then-current published rates, prorated for the remainder of the subscription year. Exceeding your tier limits is a commercial matter addressed under this Section 6 and is not by itself a violation of the Acceptable Use Policy.

Term and renewal. Your subscription runs for the term stated in your Ordering Document. Where your Ordering Document states a multi-year committed term, each subsequent year of that term is part of the same subscription and is not a renewal, and a purchase order or funding confirmation you issue for a subsequent year is an administrative payment step subject only to Section 27 (non-appropriation). We do not automatically renew a subscription beyond its committed term; renewal occurs only upon a renewal Ordering Document, purchase order, or other written confirmation from you.

Cancellation. You may cancel a subscription by giving written notice, and cancellation takes effect at the end of the then-current committed term unless you terminate earlier under Section 14, in which case Section 14 governs the effective date and any refund. Except as provided in Sections 14, 15, 21, and 27, Section 7.4 of the Data Processing Addendum, or your Ordering Document, fees are non-refundable, and no refund or credit is given for partial subscription periods or unused capacity.

Fee changes. Fees for a renewal term are as stated in the renewal Ordering Document. We will endeavor to provide renewal pricing at least sixty (60) days before the end of your then-current term. Fees for a committed term stated in an accepted Ordering Document will not change during that term.

7. Prohibited Activities

You may access and use the Services only for the purposes for which we make them available. Our Acceptable Use Policy, posted on the Website and incorporated into these Legal Terms, states the activities that are prohibited when using the Services. Nothing in the Acceptable Use Policy prohibits any use expressly licensed under Section 2, the End User License Agreement, or your Ordering Document, including your use of the Services in the ordinary course of your governmental functions, your use of the bulk-loading, integration, and export functions that we provide within the Services or approve in writing, your processing of records concerning taxpayers and businesses within your jurisdiction and official duties, and your retrieval and export of your own Customer Data and outputs. We will respond to a written request to approve an additional interface, integration, or tool within fifteen (15) business days and will not unreasonably withhold approval.

8. Customer Data; Ownership and Confidentiality

Definition. "Customer Data" means all data, records, documents, files, and other information submitted, uploaded, imported, generated within, or processed through the Services by or for you or your Authorized Users, including business personal property listings, business registration and licensing records, tax returns, filings, and schedules, assessment and parcel records, taxpayer and business owner identifying information, business location and geospatial information, case records, notes, findings, and documents, templates and other materials your contractors upload to cases, prompts and instructions that you or your Authorized Users submit to AI-Assisted Features and the outputs they return, and the personal information contained in any of them, together with outputs the Services generate from that information for you. Customer Data does not include (a) Feedback (Section 9); (b) Account Information, meaning the registration, contact, credential, authentication, billing, and support-communication information of your Authorized Users and administrators, and logs of Authorized User authentication and activity in the Services, which we process as described in the Privacy Policy and protect as your confidential business information; or (c) de-identified, aggregated statistics about Authorized Users' use of the features of the Services, such as login counts, feature usage, and processing volumes, that are not derived from the content of any record and that do not identify you, any taxpayer, business, individual, or contractor.

Ownership. As between you and us, you retain all right, title, and interest in and to Customer Data. We acquire no ownership interest in Customer Data under these Legal Terms. You grant us a non-exclusive, royalty-free license during the term to host, store, copy, transmit, process, display, and back up Customer Data within the United States solely as necessary to (a) provide, maintain, and secure the Services, (b) fulfill our obligations under these Legal Terms and your Ordering Document, (c) comply with applicable law, and (d) carry out your written instructions. You represent that you have the right and authority under applicable law to submit Customer Data to the Services and to grant this license, and we represent that we will handle Customer Data in compliance with the laws applicable to a service provider holding it.

Confidentiality. Customer Data is your confidential information. We recognize that Customer Data includes tax and assessment records and taxpayer information that is confidential under state and federal law, including records subject to the confidentiality provisions of your state's revenue and property tax statutes. Our personnel with access to Customer Data are bound by written confidentiality obligations covering that information, and where your law requires a contractor's personnel to execute a prescribed confidentiality acknowledgment or certification, we will execute it as part of your Ordering Document. We will not disclose Customer Data except (a) to your Authorized Users and the recipients you designate; (b) to our service providers who access Customer Data only to help us provide the Services and who are bound by written confidentiality and data protection obligations no less protective than these or, in the case of an infrastructure or model provider whose terms are not individually negotiable, that we have reasonably determined provide substantially equivalent protection, in each case as Section 7 of the Data Processing Addendum provides; (c) as required by law, subpoena, or court order, in which case we will give you prompt notice where legally permitted so that you may seek a protective order, and we will disclose only what we are legally compelled to disclose; (d) with your written consent; or (e) to the extent reasonably necessary to establish, exercise, or defend legal claims arising out of these Legal Terms or the Services, subject to protective measures appropriate to confidential tax information. We do not sell Customer Data. We do not use Customer Data for advertising or marketing. We do not use Customer Data, or any data derived from it, to train, tune, or improve any third-party or general-purpose model, and we do not use one customer's Customer Data to configure, tune, or improve the Services for any other customer. We may use your Customer Data to configure and tune the prompts, settings, and features that the Services use for your own account, so that the Services work with your records and your practices; that use is part of providing the Services to you, its results are used only for your account, and we stop and discard those configurations when your subscription ends as Section 9 of the Data Processing Addendum provides. Where features of the Services use third-party artificial intelligence model providers, we engage those providers only under zero-data-retention terms: they receive Customer Data only in the requests we make to them to provide the Services to you, may not use it to train or improve their models, and do not retain it after the request is processed, as Section 7 of the Data Processing Addendum provides. Nothing in this paragraph prevents us from correcting an error you report or from using Feedback as Section 9 provides.

Reserved right to review. Our personnel cannot view your Customer Data through the Services unless your designated administrator invites our support personnel into your organization's account, which you control and may revoke at any time; support access under such an invitation is limited to the records the request concerns and the personnel assigned to it. Apart from that, access to Customer Data is limited to a small number of United States-based production engineers with privileged database access, who may access Customer Data only (a) as reasonably necessary to protect the security, integrity, and availability of the Services and their users, including to detect and respond to security threats, malware, fraud, or misuse, or to restore the Services, in each case limited to what is necessary for that purpose; or (b) as clause (e) of the preceding paragraph permits. We verify compliance with license limits and the Acceptable Use Policy through account, seat, and usage metadata rather than by reviewing the content of Customer Data. Privileged database access is logged, and we will provide the relevant records to you in connection with a Security Incident affecting your Customer Data. Any such access is subject to the confidentiality obligations in this Section 8.

Government records. Where Customer Data consists of records submitted by or on behalf of a government entity, we hold those records as a service provider to that entity. Nothing in these Legal Terms transfers custody or control of public records away from the entity that owns or is responsible for them under applicable law, and we will reasonably cooperate with you, at your request, in responding to public records requests, litigation holds, and record retention requirements that apply to Customer Data in our possession. We will not delete Customer Data during the term of your subscription except on your instruction or through functions you or your Authorized Users operate.

Data firewall. Company is affiliated with a firm that provides audit, discovery, valuation, and related professional services to government entities, as disclosed in Section 25. Company and each affiliate are separate corporate entities, and neither has access to the other's data or systems. For purposes of these Legal Terms, "affiliate" means any entity that controls, is controlled by, or is under common control with Company, where control means ownership of more than fifty percent of the voting interests. Customer Data, and any information derived from it, including de-identified or aggregated information and the fact that any business, parcel, or taxpayer is or is not the subject of a case or lead, will not be used in, disclosed for, or made available to any audit engagement, audit bid, proposal, or other professional services engagement of Company or any affiliate, except as required by law, as you direct in a writing signed by your authorized representative rather than an individual Authorized User, or with your written consent given in the same manner. Professional services that Company itself performs for you in connection with the Services under your Ordering Document, such as implementation, data migration, configuration, and training, are not restricted by this paragraph. Access that you yourself grant to affiliate personnel by provisioning them as your Authorized Users is under your control and is not a disclosure by us. We maintain administrative and technical controls to enforce this restriction, described in Section 4.4 of the Data Processing Addendum, and we will describe them to you in further detail on request. No affiliate has access to our production systems or to Customer Data.

Export and return. You may export your Customer Data from the Services at any time during the term using the export functions we make available. For sixty (60) days after termination or expiration of your subscription, you may request, and we will provide within thirty (30) days of your request, a copy of your Customer Data in documented, commonly used, machine-readable electronic formats, including case records, notes, findings, and uploaded documents in their original file formats, at no additional charge. We will not delete Customer Data during that sixty (60) day window or while a request made within it is pending. After that period, we will remove your Customer Data from our live systems within ninety (90) days after you request it in writing, and otherwise we retain it, which may be in offline or archival storage for a retired account, for up to seven (7) years and then delete it, in each case as provided in Section 9 of the Data Processing Addendum and your Ordering Document and subject to applicable law, any legal hold, and any record retention obligation you have notified us of in writing. Our backups are immutable and are retained for seven (7) years; Customer Data in backups is not restored to a live environment except to recover the Services or as law or a legal hold requires, and remains subject to this Section 8. The obligations in this Section 8 survive termination for so long as we retain any Customer Data.

9. Feedback

If your designated administrator or an Authorized User provides suggestions, ideas, enhancement requests, or other feedback about the features or functioning of the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and incorporate that Feedback into our products and services without obligation to you. Feedback does not include Customer Data, audit or discovery methodology, case-selection criteria, or other know-how of you or of any contractor whose personnel are Authorized Users, and nothing in this Section grants us any right in Customer Data or that know-how. Please do not include confidential taxpayer information or other personal information in Feedback.

10. Third-Party Websites and Content

The Services may contain links to other websites ("Third-Party Websites") and may display or integrate data, maps, imagery, or other content from third parties ("Third-Party Content"). We do not investigate, monitor, or verify Third-Party Websites or Third-Party Content for accuracy, appropriateness, or completeness, and we are not responsible for them. Inclusion of or linking to Third-Party Content does not imply approval or endorsement by us. Your use of Third-Party Websites is at your own risk and is governed by their terms and policies.

11. Services Management

We reserve the right, but not the obligation, to (1) monitor the Services for violations of these Legal Terms and the Acceptable Use Policy, using account, seat, and usage metadata as Section 8 provides; (2) take appropriate action against anyone who, in our reasonable discretion, violates the law or these Legal Terms, including reporting such user to law enforcement; (3) apply the storage and data input limits stated in your Ordering Document, after notice to you and a reasonable opportunity to export or to purchase additional capacity, and never by deleting Customer Data during the term without your written instruction; and (4) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate their proper functioning. Any action under this Section 11 involving Customer Data is subject to Section 8.

12. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy, posted on the Website, which describes the personal information we collect from visitors and account holders and, separately, the information we process on behalf of our customers. The Privacy Policy is incorporated into these Legal Terms; our contractual obligations with respect to Customer Data are stated in Section 8 and the Data Processing Addendum, which control over the Privacy Policy to the extent of any conflict. The Services are hosted in the United States. If you access the Services from any other region with laws governing personal data collection, use, or disclosure that differ from those of the United States, you consent to the transfer of your data to and its processing in the United States.

13. Copyright Complaints

This Section 13 applies to Content we publish on the Website. If you believe that material we publish on the Website infringes a copyright you own or control, notify our Designated Copyright Agent with the information required by 17 U.S.C. 512(c)(3), and we will respond in accordance with that statute. Please be advised that under 17 U.S.C. 512(f) you may be liable for damages if you materially misrepresent that material is infringing. Customer Data is held as a service provider under Section 8; we will not remove, disable, or disclose Customer Data in response to a third-party infringement claim except as Section 8 provides, and we will refer any such claim to the Customer that controls the Customer Data and act on its written instructions.

Designated Copyright Agent. Jeffrey Schwartz, Attn: Copyright Agent, 6100 Fairview Road, Suite 1135, Charlotte, NC 28210, United States; email jjs@schwartz-iplaw.com.

14. Term and Termination

These Legal Terms remain in full force and effect while you use the Services and for the term of any subscription stated in your Ordering Document.

Trial and unpaid access. If you have been given trial, evaluation, or other unpaid access to the Services, we may end that access on ten (10) business days' notice, or immediately where reasonably necessary to address a security threat or a violation of the Acceptable Use Policy, and without liability. Section 8 applies in full to Customer Data submitted during trial or evaluation access, including export and return. You must not submit Confidential Tax Information, as defined in the Data Processing Addendum, during trial or evaluation access unless a signed evaluation agreement or Ordering Document provides for it.

Paying Customers. For Customers with a paid subscription, (a) we may terminate these Legal Terms and your subscription for material breach only if the breach remains uncured thirty (30) days after we give you written notice describing it, or immediately on notice if the breach is incapable of cure or involves a violation of the intellectual property restrictions in Section 2 or the End User License Agreement; (b) we may suspend access immediately, on notice, where reasonably necessary to address a security threat, unlawful use, or a violation of the Acceptable Use Policy that threatens the Services or other customers, limited to the affected Authorized User or feature where that is sufficient to address the threat, and we will restore access promptly once the condition is resolved; (c) we may suspend access for nonpayment of fees, other than amounts you have disputed in good faith by written notice identifying the amount and the basis for the dispute, that remain outstanding more than sixty (60) days after the invoice due date and thirty (30) days after we give you written notice of nonpayment, and we will restore access promptly on payment; (d) you may terminate these Legal Terms for our material breach if the breach remains uncured thirty (30) days after you give us written notice describing it; (e) you may terminate these Legal Terms for convenience at any time on sixty (60) days' written notice; and (f) you may terminate for non-appropriation as Section 27 provides. We do not terminate these Legal Terms without cause; our only rights to end your subscription are termination for material breach under clause (a) and discontinuance of the Services under Section 15. If you terminate under clause (d), (e), or (f), we will refund the prepaid fees attributable to the period after the effective date of termination, and you will pay for Services delivered through that date. If we terminate under clause (a), prepaid fees are not refunded except as your Ordering Document or applicable law requires. Fees continue to accrue during a suspension under clause (b) or (c). No suspension under this Section restricts your ability to export Customer Data.

Effect of termination. Upon termination, your and your Authorized Users' right to access the Services ends, subject to your export rights under Section 8, which survive for sixty (60) days after termination. If we terminate your subscription for a material breach, you may not obtain new access to the Services without our written consent. In addition to terminating or suspending your account, we reserve the right to pursue appropriate legal remedies.

Survival. Sections 2 (as to restrictions), 8, 9, 16, 17, 19, 20, 21, 22, 24, 25, and 27, and any other provision that by its nature should survive, survive termination or expiration of these Legal Terms.

15. Modifications and Interruptions

We reserve the right to change, modify, or remove features of the Services at any time for any reason, provided that we will not materially reduce the core functionality of the Services during a committed subscription term without your consent. We also reserve the right to discontinue the Services in their entirety on at least one hundred eighty (180) days' notice, in which case prepaid fees for the period after the discontinuance date will be refunded and your export rights under Section 8 apply; any removal of part of the Services during a committed term is subject to the preceding sentence.

We cannot guarantee that the Services will be available at all times. We may experience hardware, software, or other problems, or need to perform maintenance, resulting in interruptions, delays, or errors. We will use reasonable efforts to schedule planned maintenance outside normal business hours and, where practicable, away from known peak periods such as listing, appeal, and billing deadlines that you have identified to us in writing, and to give advance notice of planned maintenance within the Services or by email. Except for the support described in Section 26, the warranty in Section 8.1 of the End User License Agreement, the safeguards required by Section 5 of the Data Processing Addendum, and any commitment stated in an Ordering Document, nothing in these Legal Terms obligates us to supply any particular correction, update, release, or feature or to meet any service level, and no statement on the Website is a service level commitment. Subject to Section 14, Section 20, and any service level commitment in your Ordering Document, we will have no liability for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance.

16. Governing Law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of North Carolina applicable to agreements made and to be entirely performed within North Carolina, without regard to its conflict of law principles, subject to Section 27.

17. Dispute Resolution

Informal negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (a "Dispute"), the parties agree to first attempt to negotiate any Dispute informally and in good faith for at least thirty (30) days before commencing litigation. Informal negotiations commence upon written notice from one party to the other describing the Dispute and the relief sought.

Venue. Subject to Section 27, any Dispute that is not resolved through informal negotiation will be brought exclusively in the state or federal courts located in Mecklenburg County, North Carolina, and the parties consent to the personal jurisdiction of those courts.

Equitable relief. Notwithstanding the informal negotiation requirement, either party may seek injunctive or other equitable relief at any time to protect its intellectual property rights, to protect the confidentiality of Customer Data, or to compel the return of, preservation of, or access to Customer Data.

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Legal Terms.

18. Corrections

There may be information on the Website or in the Services that contains typographical errors, inaccuracies, or omissions, including in descriptions, pricing, availability, and other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Website at any time, without prior notice, but not as to any fee, term, or commitment stated in an accepted Ordering Document.

19. Disclaimer

EXCEPT AS EXPRESSLY STATED IN THE END USER LICENSE AGREEMENT, THE DATA PROCESSING ADDENDUM, OR AN ORDERING DOCUMENT, THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE SERVICES, OF ANY CASE SELECTION, SCORE, LEAD, MATCH, OR OTHER OUTPUT, OR OF ANY THIRD-PARTY CONTENT, AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR OUTPUTS, (2) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND ANY INFORMATION STORED THEREIN, EXCEPT TO THE EXTENT CAUSED BY OUR BREACH OF SECTION 8, SECTION 22, OR SECTION 5 OF THE DATA PROCESSING ADDENDUM AND SUBJECT IN ALL CASES TO SECTION 20, (3) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (4) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, OR (5) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR OUTPUT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR OUTPUT MADE AVAILABLE THROUGH THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY LINKED WEBSITE.

THE OUTPUTS OF THE SERVICES ARE TOOLS TO ASSIST YOUR OFFICIALS AND DO NOT CONSTITUTE AN AUDIT, ASSESSMENT, APPRAISAL, DETERMINATION OF TAX LIABILITY, OR PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISION, DETERMINATION, NOTICE, OR ACTION YOU TAKE ON THE BASIS OF AN OUTPUT.

NOTHING IN THIS SECTION 19 LIMITS OUR OBLIGATIONS UNDER SECTION 8 OR THE DATA PROCESSING ADDENDUM OR OUR RESPONSIBILITY FOR OUR OWN GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

20. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR RELATING TO THESE LEGAL TERMS, THE SERVICES, OR CUSTOMER DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION.

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 20 DO NOT APPLY TO (A) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR (B) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. OUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 21 ARE SUBJECT TO THE AGGREGATE LIMITATION IN THIS SECTION 20. THE REASONABLE COSTS OF RESTORING OR RE-CREATING CUSTOMER DATA LOST OR CORRUPTED AS A RESULT OF OUR BREACH OF SECTION 22 ARE DIRECT DAMAGES FOR PURPOSES OF THIS SECTION 20.

21. Indemnification

By Customer. To the extent permitted by the law applicable to you, you agree to defend, indemnify, and hold us harmless, including our officers, directors, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of (1) your material breach of these Legal Terms; (2) your violation of applicable law; (3) your violation of the intellectual property or other rights of a third party; (4) Customer Data submitted to the Services in violation of these Legal Terms or applicable law; or (5) any audit, assessment, valuation, determination, notice, collection, or enforcement action you or your Authorized Users take or decline to take, including any taken on the basis of an output of the Services. Each party will give the other prompt written notice of any claim for which it seeks indemnification and reasonable cooperation in its defense. Neither party will settle a claim in a manner that imposes any obligation or admission on the other without the other's prior written consent, not to be unreasonably withheld.

By Company. We will defend you against any claim, suit, or proceeding brought by a third party alleging that the Services, as provided by us and used in accordance with these Legal Terms, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, and we will pay the damages, costs, and reasonable attorneys' fees finally awarded against you by a court of competent jurisdiction or agreed by us in settlement. This obligation does not apply to the extent a claim arises from (a) Customer Data, (b) modification of the Services by anyone other than us or at our direction, (c) combination of the Services with products, data, or processes not provided or approved by us, where the claim would not have arisen but for the combination, (d) use of the Services outside the scope of these Legal Terms or after we have notified you to cease use because of a claim, or (e) continued use of a version of the Services after we have made available a non-infringing version with materially equivalent functionality. If the Services are, or in our opinion are likely to be, held to infringe, we may at our option and expense (i) procure for you the right to continue using the Services, (ii) modify or replace the Services so that they are non-infringing while providing materially equivalent functionality, or (iii) if neither of the foregoing is commercially reasonable, terminate your subscription and refund the prepaid fees attributable to the unexpired portion of the committed term. You must give us prompt written notice of the claim, sole control of its defense and settlement (provided that we will not settle a claim in a manner that imposes an obligation or admission on you without your consent, not to be unreasonably withheld), and reasonable cooperation at our expense. This Section 21 states our entire liability and your exclusive remedy for any claim of infringement or misappropriation, and our obligations under it are subject to Section 20.

22. User Data and Backups

We maintain daily backups of the Customer Data held in our databases, and administrative, technical, and physical safeguards designed to protect its security, confidentiality, and integrity, as required by Section 5 of the Data Processing Addendum and any security commitments in your Ordering Document. Files that you or your Authorized Users upload to the Services are held in redundant cloud object storage but are not currently included in our backup snapshots, so you should retain your own copies of uploaded files. The Security Overview posted on the Website describes our current practices for your information and is not a warranty or contractual commitment except to the extent the Data Processing Addendum or an Ordering Document expressly refers to it. You remain responsible for the accuracy and completeness of the Customer Data you submit and for maintaining your own source records as your record retention laws require. Subject to Section 8 and Section 20, our liability for loss or corruption of Customer Data is reduced to the extent the loss or corruption was caused by your acts or omissions.

23. Electronic Communications, Transactions, and Signatures

Visiting the Website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email or within the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. Nothing in this Section waives any signature, approval, procurement, or record retention requirement that a government entity is not permitted to waive under the law applicable to it.

24. Miscellaneous

Entire agreement and order of precedence. These Legal Terms, together with the documents incorporated by reference and any Ordering Document, constitute the entire agreement between you and us regarding the Services. In the event of a conflict among them, the following order of precedence applies: (1) a signed written agreement or accepted Ordering Document between your organization and us, including any Data Processing Addendum executed as part of it; (2) these Terms and Conditions; (3) the End User License Agreement; and (4) the Acceptable Use Policy, the Data Processing Addendum where not executed as part of an Ordering Document, and our other posted policies, including the Privacy Policy, Cookie Policy, Disclaimer, Security Overview, and Accessibility Statement, provided that the specific data-protection terms of the Data Processing Addendum control over general provisions of the other posted policies on the same subject.

Waiver. Our failure to exercise or enforce any right or provision of these Legal Terms does not operate as a waiver of it.

Assignment. Neither party may assign these Legal Terms without the other's prior written consent, which will not be unreasonably withheld, except that we may assign them, on notice to you, to a successor in connection with a merger, acquisition, or sale of all or substantially all of the assets to which these Legal Terms relate, provided the assignee assumes our obligations, including those in Sections 8 and 25, and provided that no assignment will be made to an affiliate that performs audit, discovery, valuation, or related professional services for government entities without your written consent.

Force majeure. Neither party is liable for any delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, provided that we will use commercially reasonable efforts to restore the Services and Customer Data from backups following such an event.

Severability. If any provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision is deemed severable and does not affect the validity and enforceability of the remaining provisions.

No agency. No joint venture, partnership, employment, or agency relationship is created between you and us by these Legal Terms or your use of the Services.

Construction. These Legal Terms will not be construed against either party by virtue of having drafted them.

Notices. Notices to us must be sent by email to contact@reason.consulting and, for notices of breach, termination, or a Dispute, also by mail or courier to our address above. Notices to you of amendment, breach, suspension, termination, discontinuance, a new subprocessor, or a Security Incident will be sent to the notice address and contact stated in your Ordering Document or, where none is stated, to the email and mailing addresses associated with your account, and notice within the Services may supplement but does not replace that notice.

25. Conflict of Interest Disclosure

Company is affiliated with a firm that provides audit, discovery, valuation, and related professional services to state and local government entities, including entities that use the Services and entities that do not. The two companies share ownership and certain leadership but are separate corporate entities, and neither has access to the other's data or systems. We disclose this so that you may evaluate it under your own procurement and ethics rules before entering into an Ordering Document, and you are responsible for determining whether any approval, waiver, information barrier, or further disclosure is required under the law and procurement rules applicable to you. Our commitment that Customer Data and information derived from it will not be used in or made available to any such engagement is stated in the Data Firewall provision of Section 8 and is binding on us. The business discovery functions of the Services draw on your own data inputs and on public and commercially licensed data sources; they do not draw on confidential records or work product obtained by Company or any affiliate in professional services engagements for other government entities. Neither Company nor any affiliate acquires, by reason of any person's use of the Services, any right to restrict that person's or that person's employer's professional services. Any additional conflict of interest, information barrier, or disclosure requirements that your law or procurement rules impose may be addressed in your Ordering Document.

26. Availability, Support, and Service Levels

Support for the Services, including support hours, channels, response targets, and any uptime or service level commitments and associated remedies, is as stated in your Ordering Document. Where your Ordering Document does not address support, we will provide email support to your designated administrators during our support hours, which are 8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding Company holidays, with extended hours at our discretion during peak periods, and with no response-time commitment. All support is provided by our own employees located in the United States; we do not use call centers or offshore support. Nothing on the Website or in these Legal Terms constitutes a service level commitment except as stated in an Ordering Document.

27. Government Users

If you are a federal, state, or local government entity, or an agency, department, or instrumentality of one, the following applies notwithstanding any other provision of these Legal Terms:

  • Sections 16, 17, 20, and 21, and any other provision requiring you to indemnify us, limiting our liability, specifying governing law or venue, or requiring a particular forum, apply to you only to the extent permitted by the laws applicable to you. Where your law requires that disputes be resolved in the courts of your state or under your state's law, that requirement controls, and Disputes not resolved informally under Section 17 will be brought in a court of competent jurisdiction in your state.
  • Nothing in these Legal Terms waives any sovereign or governmental immunity available to you.
  • Your payment obligations are subject to the appropriation of funds and to the procurement and fiscal laws applicable to you. If funds are not appropriated or otherwise made available for a subsequent fiscal period, you may terminate your subscription effective at the end of the last funded period by giving us written notice within thirty (30) days after your governing body adopts a budget that does not fund the Services, without penalty and without any obligation to repay any multi-year discount or other concession applied to periods already paid, provided that you pay for Services delivered through the effective date of termination.
  • Any written agreement between your entity and us, including an Ordering Document, controls over these Legal Terms to the extent of any conflict.
  • Your consent to electronic communications and signatures in Section 23 does not waive any signature, approval, or record retention requirement that you cannot waive under applicable law.
  • Customer Data that constitutes public records under your law remains subject to your public records, retention, and confidentiality laws, and Section 8 is to be read consistently with them.
  • Your Authorized Users are not parties to these Legal Terms and incur no personal obligation or liability under these Legal Terms, the End User License Agreement, the Acceptable Use Policy, or any posted policy by reason of accessing or using the Services within the scope of their duties for you.

Nothing in this Section 27 is intended to limit any right you have under these Legal Terms; where a provision of these Legal Terms is more favorable to you than this Section, that provision applies.

28. Contact Us

To resolve a complaint regarding the Services or to receive further information regarding their use, please contact us at Reason Consulting Corporation, 2820 Selwyn Ave, STE 856, Charlotte, NC 28209, United States, or by email at contact@reason.consulting.