BUCHERI MCCARTY & METZ LLP
PORTAL END USER LICENSE AGREEMENT
IMPORTANT — READ CAREFULLY: Welcome to the Bucheri McCarty & Metz LLP (“BMM”) Portal (the “BMM Portal” or the “Portal”). By activating your Portal account, the user (“You”) agree(s) to be bound by the terms and conditions contained in this end user license agreement (the “Agreement”) and the terms and conditions of BMM’s privacy statement, which are published at http://www.bmmcpas.com/privacy-policy.php and which are incorporated herein by reference. The privacy notice explains how BMM treats your personal information, and protects your privacy, when you use the BMM Portal. BMM may change the terms of this Agreement and/or the privacy notice from time to time without notice to you, and you are responsible for the then current version of the policies in effect at all times. If you do not agree to be bound by these terms and conditions or privacy notice policies, you may not use the BMM Portal.
You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement at any time and at our sole discretion. By using the BMM Portal, you agree to be bound by any such modifications and should therefore periodically visit this page and the BMM Portal to determine the then current terms and conditions of use to which you are bound. You will note that at the bottom of this Agreement, the date of last modification is indicated. You are encouraged to check the revision date with each use to ensure you are comfortable with the latest revisions. If you are dissatisfied with the BMM Portal site, its content or this Agreement as it may be revised, you agree that your sole and exclusive remedy is to discontinue using the Portal.
You agree that:
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the BMM Portal. Accordingly, you agree that you are solely responsible to BMM for all activities that occur under your account. If you become aware of any unauthorized use of your password on the BMM Portal or your account, you agree to notify BMM immediately at email@example.com.
Citrix ShareFile Master Software License Agreement
You are hereby notified that in connection with providing access to you to the BMM Portal and services related thereto, BMM has entered into a Software License Agreement with Citrix ShareFile.
You hereby agree that you shall thoroughly and completely review the terms of the Citrix ShareFile Agreement, and that you shall use commercially reasonable efforts to ensure that your use of the BMM Portal will not cause or result in any violation of you as “Client” or BMM as “Customer” under the terms of the Citrix ShareFile License Agreement https://www.citrix.com/buy/licensing/agreements.html.
We reserve the right to log, review, and otherwise examine any information stored on or passing through our networks or systems.
Downtime and Service Suspensions
Your access to and use of the Services may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions.
We shall also be entitled, without any liability to you, to suspend access to any portion or all of the Portal at any time, on a system-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Portal; (b) in the event of a denial of service attack or other attack on the Portal or other event that we determine, in our sole discretion, may create a risk to the applicable Portal, to you or to any of our other customers if the Portal service were not suspended; or (c) in the event that we determine that any Portal service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons.
Rights to Use of BMM Portal
BMM grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the BMM Portal as part of the services being provided to you by BMM. This license is for the sole purpose of enabling you to use and enjoy the benefit of the BMM Portal and services, in the manner permitted by these terms and conditions. You may not, and you may not permit anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the BMM Portal or any part thereof. Except as expressly provided herein, unless BMM has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the BMM Portal, grant a security interest in or over your rights to use the BMM Portal, or otherwise transfer any part of your rights to use the BMM Portal. Notwithstanding the foregoing, you are granted limited administrative rights to provide access to the BMM Portal in your reasonable discretion to those parties who would reasonably need to access information located on the BMM Portal, or who could upload information and documents (such as tax documents and other financial papers) onto the BMM Portal for you to access, that would assist you in utilizing the services provided by the BMM Portal in the ordinary course.
The content on the BMM Portal including without limitation, the text, software, scripts, graphics, photos, sounds, videos, interactive features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to BMM, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the BMM Portal is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. BMM reserves all rights not expressly granted in and to the BMM Portal and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the BMM Portal or features that prevent or restrict use or copying of any Content or enforce limitations on use of the BMM Portal or the Content therein.
Copyright and Trademark policies
It is BMM’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, without limitation, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
Warranty Disclaimers and Limitation of Liability
Except as specifically set forth in this Agreement, BMM makes no other representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose, with respect to the Portal. You agree that use of the Portal is at your sole risk. The Portal is provided on an “as is” and “as available” basis.
Neither BMM nor its partners, agents, affiliates, or designees nor each of their respective officers, directors, employees, agents, contractors, subcontractors or the like (collectively, “Associates”) warrant that use of the Portal site will be uninterrupted or error-free.
Under no circumstances shall BMM or its Associates be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages that result from, arise out of or otherwise relate to your use of or inability to use the BMM Portal site, or any web site linked to the BMM Portal site, including but not limited to reliance by you on any information obtained from the BMM Portal site that results in mistakes, omissions, interruptions, deletion or corruption of files, viruses, delays in operation or transmission, or any failure of performance, or any loss of profit, loss of goodwill or data, or cost of procurement of substitute goods or services or other intangible loss suffered.
The BMM Portal utilizes industry accepted security systems in an attempt to eliminate unauthorized access to private information. By using the BMM Portal, you expressly agree to not hold BMM or its Associates liable in the event of unauthorized access and subsequent use of your company and/or personal information. The foregoing Limitation of Liability shall apply in any action, whether in contract, tort or any other claim, even if an authorized representative of BMM has been advised of or should have knowledge of the possibility of such damages.
You agree to defend, indemnify and hold harmless BMM and any of its Associates, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the BMM Portal; (ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive this Agreement and your use of the BMM Portal.
All Notices by us to you shall be by email to the email address listed as the Portal Administrator.
All notices by you to us shall be by email to [firstname.lastname@example.org] or in writing to:
Bucheri McCarty & Metz LLP
PO Box 2147
Kokomo, IN 46904-2147
This Agreement constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.
If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.
Successors and Assigns
This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by BMM without restriction.
Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and us (or any of our Associates).
This Agreement shall be construed and enforced according to the laws of the State of Arizona applicable to agreements made and to be performed wholly within the State of Arizona. You agree to submit to the exclusive jurisdiction of the courts located within the State of Arizona, County of Maricopa, to resolve any legal matter arising from these terms and conditions. Notwithstanding this, you agree that BMM shall still be entitled to apply for any necessary injunctive remedies in any jurisdiction.
Last Revision Date
This Agreement was last revised on October 6, 2017.