The 2020 AuditBoard Elevate Scholarship Program (the "Program") Terms and Conditions

These Program terms and conditions ("Agreement") are made by and between AuditBoard, Inc., a Delaware corporation, having its principal place of business at 12900 Park Plaza Drive, Suite 200, Cerritos, CA 90703 ("AuditBoard") and individuals that chose to participate in, and are eligible for, the Program by following the steps detailed in this Agreement ("Participants"). This Agreement shall be effective as of the date Participants accept the Agreement as part of the Program's application process ("Effective Date").

  1. ELIGIBILITY. This Program is open to internal auditors who are age 18 years or older at the time of entry and have been furloughed or laid off from their positions as a result of the COVID-19 pandemic and related economic pressures. This Program is not open to: (1) employees or internally contracted vendors of AuditBoard or its parent/subsidiaries, agents or affiliates; (2) the immediate family members or members of the same household of any such employee or vendor; (3) anyone professionally involved in the development or administration of this Program; (4) employees or internally contracted vendors of governments and government-affiliated companies or organizations; (5) any employee whose employer's guidelines or regulations do not allow entry in the Program or acceptance of the scholarship, or (6) residents of any country other than the United States of America or Canada (excluding Quebec).
  2. HOW TO APPLY. To apply for the Program, Participants must accept the terms of this Agreement and follow the application process outlined by AuditBoard (the "Application"). AuditBoard will make reasonable efforts to review all Applications within thirty (30) days of submission. Participant understands and acknowledges that all data it provides in the Application may be shared with The Institute of Internal Auditors ("The IIA") in order for The IIA to provide access to the Program Offerings (defined below), and Participant expressly consents to AuditBoard sharing its Application, and any other data or information Participant shares with AuditBoard in relation to the Program, with The IIA. AuditBoard reserves the right to accept or reject Applications in its sole discretion, provided that AuditBoard shall not discriminate against any person based on race, color, national origin, religion, sex, pregnancy, marital status, sexual orientation, gender identity, age, physical or mental disability or covered veteran status in selection or consideration for Scholarships (defined below).
  3. SCHOLARSHIPS. A limited number of Applications will be accepted for participation in the Program. AuditBoard will notify all successful Applicants promptly upon acceptance to the Program. Upon completion of AuditBoard's Modern Audit Essentials course and completion of any other requirements as reasonably set forth by AuditBoard at the time of acceptance into the Program, each accepted Participant will be granted access, by The IIA, to certain IIA bundled trainings, certifications, and exam prep products for accepted Participants (the "Program Offerings") and valued at up to $600 (the "Scholarship").

    No substitution, assignment, transfer, or cash redemption of any Scholarship is allowed. AuditBoard and The IIA reserves the right to substitute course offerings with other course offerings at any time and for any reason. If a Participant discovers they are unable to participate in the Program or accept a Scholarship, Participant will promptly notify AuditBoard and AuditBoard shall have no further obligation to such Participant.
  4. CONDITIONS. This Program is subject to applicable federal, state, and local laws. Taxes, if any, are the sole responsibility of the Participants; and Participants may be issued an IRS Form 1099 or other tax documentation for the approximate value of the Scholarship. By participating in the Program, all Participants agree to release and hold harmless AuditBoard and its directors, employees, officers, licensees, licensors and agents, and respective advertising and Program entities and any person or entity associated with the administration of the Program (collectively, the "Released Parties"), from and against any and all rights, claims and causes of action whatsoever that they may have, or which may arise, against any of them for any liability for any matter, cause or thing whatsoever, including but not limited to any injury, loss, damage, whether direct, compensatory, incidental or consequential, to person arising in whole or in part, directly or indirectly, from their acceptance of a Scholarship, or their participation in the Program. Each Participant acknowledges that the Released Parties have neither made, nor are in any manner responsible or liable for, any warranty, representation, or guarantee, expressed or implied, in fact or in law, relative to the Program. All costs and expenses of participating in the Program not specifically listed above as part of the Scholarship, are solely the Participant's responsibility.

    None of the Released Parties are responsible for: (a) lost, late, misdirected, undeliverable, incomplete or indecipherable Applications due to system errors or failures, or faulty transmissions or other telecommunications malfunctions and/or entries; (b) technical failures of any kind; (c) failures of any of the equipment or programming associated with or utilized in the Program; (d) unauthorized human and/or mechanical intervention in any part of the application process or the Program; or (e) technical or human error which may occur in the administration of the Program or the processing of Applications.

    AuditBoard reserves the right to disqualify and/or revoke a Scholarship, including access to any associated materials, of any Participant it finds to have violated these terms and conditions or provided false, incorrect or misleading information as part of its Application. Disputes regarding these terms and conditions and/or this Program will be governed by the internal laws of California.

    All Participants are solely responsible for compliance with any applicable laws, rules and regulations, contractual limitations and/or office or company policies, if any, regarding Participant's participation in the Program or redemption and acceptance of a Scholarship; and by entering this Program, Participant confirms that he or she is not in violation of any of the foregoing and has obtained the consent of his or her employer to participate, if applicable.

    Subject to applicable law, AuditBoard reserves the right, in its discretion, to (a) cancel, terminate, modify or suspend this Program and these terms and conditions, for any reason, at any time and without any liability, and (b) limit or restrict participation in the Program, upon notice, provided, however, that anyone who has been awarded a Scholarship and otherwise has complied with the terms of the Agreement, will continue to have access to associated programs from The IIA for up to thirty (30) days following the termination or cancellation of the Program.
  5. PUBLICITY. Participants acknowledge and agree that AuditBoard may use the Program for publicity, advertising, or other marketing purposes in any media without additional compensation to Participants.
  6. PRIVACY. Any personal information collected by AuditBoard will be used for the administration of the Program and in accordance with AuditBoard's privacy notice and may be shared with The IIA as further detailed above. Any questions regarding privacy matters should be directed to AuditBoard's address as listed in the first paragraph of this Agreement. Please refer to AuditBoard's privacy notice located at https://www.auditboard.com/privacy-policy/ for important information regarding the collection, use and disclosure of personal information by AuditBoard.
  7. CONFIDENTIAL INFORMATION. In connection with the Program, Participants may receive proprietary AuditBoard information. Participants shall hold confidential and shall not use or permit others to use any proprietary information identified as such in writing or orally by AuditBoard or information which Participant knows or has reason to know is confidential, proprietary or trade secret information of AuditBoard.
  8. FORCE MAJEURE. AuditBoard shall not be liable for any delay or failure in performance whatsoever due to Acts of God, earthquakes, shortages of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics, and similar occurrences. The obligations and rights of AuditBoard shall be extended on a day-to-day basis for a period of time equivalent to the period of the delay.
  9. NO WAIVER. No waiver of rights under this Agreement by either party shall constitute a waiver of this or any other right under this Agreement.
  10. SEVERABILITY. In the event that any term of this Agreement becomes or is declared illegal by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect.
  11. SURVIVAL. Any obligations which by their nature should survive termination or expiration, shall survive the termination or expiration of this Agreement.
  12. NO AGENCY. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
  13. ENTIRE AGREEMENT. This Agreement is the entire agreement between the parties hereto concerning the subject matter hereof and replaces any prior oral or written communications between the parties.