PORTAL END USER LICENSE AGREEMENT
IMPORTANT – READ CAREFULLY: Welcome to the Till, Hester, Eyer, & Brown, P.C. Portal (the “THEB Portal” or the “Portal”). By clicking the “Yes” button, the user (“You”) agree(s) to be bound by the terms and conditions contained in this agreement (the “Agreement”) and the terms and conditions of THEB’s privacy notice, which are incorporated herein by reference. The privacy notice explains how THEB treats your personal information, and protects your privacy, when you use the THEB Portal. THEB 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 THEB 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 THEB Portal, you agree to be bound by any such modifications and should therefore periodically visit this page and the THEB 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 the 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 THEB 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 THEB may terminate this Agreement, for any reason at our sole discretion, at any time, without notice, and that THEB reserves the right to change, suspend, or discontinue all or any aspects of the THEB Portal, for any reason at our sole discretion, at any time, without notice. You are personally liable for any charges that you incur prior to any termination, change, suspension or discontinuation of this Agreement or the THEB Portal. You further agree that THEB may terminate this Agreement for cause at our sole discretion at any time, immediately upon notice to you, if you breach the terms and conditions of this Agreement.
You agree that:
- You will not tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or proper working of the Portal.
- You will not make illegal use of the Portal or use it for purposes which are illegal.
- You will not interfere with anyone else who is a user of the Portal in their use of the Portal.
- You will follow U.S. and international laws regarding transmitting data and you will not attempt to gain access to our computer system or any other computer systems.
- You will not remove, obscure, or alter any notice of any logo, trademark, or other intellectual property or proprietary right designation appearing on or contained within the portal.
- You will not access (or attempt to access) any product or services offered via the THEB Portal by any means other than the interface that is provided by THEB.
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the THEB Portal. Accordingly, you agree that you are solely responsible to THEB for all activities that occur under your account. If you become aware of any unauthorized use of your password on the THEB Portal or your account, you agree to notify THEB immediately at email@example.com.
CCH ProSystem fx Master Software License Agreement
You are hereby notified that in connection with providing access to you to the THEB Portal and services related thereto, THEB has entered into a Software License Agreement with CCH Incorporated, a Wolters
Kluwer business (“CCH”), a copy of which is located here: https://support.cch.com/uploads/CCH%20Profx%20Software%20License%20Agreement.pdf (“CCH Software License Agreement.”) You hereby agree that you shall thoroughly and completely review the terms of the CCH Software License Agreement, and that you shall use commercially reasonable efforts
to ensure that your use of the THEB Portal will not cause or result in any violation of you as “Client” or THEB as “Customer” under the terms of the CCH Software License Agreement.
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 THEB Portal
THEB grants you a personal, non-‐assignable and non-‐exclusive license to use the THEB Portal as part of the services being provided to you by THEB. This license is for the sole purpose of enabling you to use and enjoy the benefit of the THEB 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 THEB Portal or any part thereof. Except as expressly provided herein, unless THEB has given you specific written permission to do so, you may not assign (or grant a sub-‐license of) your rights to use the THEB Portal, grant a security interest in or over your rights to use the THEB Portal, or otherwise transfer any part of your rights to use the THEB Portal. Notwithstanding the foregoing, you are granted limited administrative rights to provide access to the THEB Portal in your reasonable discretion to those parties who would reasonably need to access information located on the THEB Portal, or who could upload information and documents (such as tax documents and other financial papers) onto the THEB Portal for you to access, that would assist you in utilizing the services provided by the THEB Portal in the ordinary course.
The content on the THEB 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 THEB, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the THEB 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 of the content. THEB reserves all rights not expressly granted in and to the THEB 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 the security‐related features of the THEB Portal or features that prevent or restrict use or copying of any Content or enforce limitations on use of the THEB Portal or the Content therein.
Copyright and Trademark Policies
It is THEB’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, THEB USE OF THE PORTAL, OR ANY CONTENT LOCATED THEREON OR PROVIDED IN CONNECTION THEREWITH, IS PROVIDED BY THEB ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND; INCLUDING, WITHOUT LIMITATION, WARRANTIES REGARDING THE AVAILABILITY OF THE PORTAL WHEN DESIRED FOR USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. YOU AGREE THAT YOUR USE OF THE PORTAL IS AT YOUR SOLE RISK
Neither THEB 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 THEB 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 THEB Portal site, or any website linked to the THEB Portal site, including but not limited to reliance by you on any information obtained from the THEB 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, business interruption, loss of goodwill or data, or cost of procurement of substitute goods or services or other intangible loss suffered.
Moreover, to the maximum extent permitted by applicable law, you further agree that THEB shall not be liable in any way should your information systems, data or software become infected, damaged, or destroyed by a virus or other harmful data that is a result of your use of the Portal.
The THEB Portal utilizes industry accepted security systems in an attempt to eliminate unauthorized access to private information. By using the THEB Portal, you expressly agree to not hold THEB 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 THEB has been advised of or should have knowledge of the possibility of such damages.
You agree to defend, indemnify and hold harmless THEB 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 reasonable attorney’s fees) arising from: (i) your use of or access to the THEB Portal; (ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including without limitation any privacy, copyright or other intellectual property right. This defense and indemnification obligation will survive this Agreement and your use of the THEB 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:
Till, Hester, Eyer, & Brown P.C.
2700 Highway 280 East, Suite 400
Birmingham, AL 35223
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 THEB 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).
Applicable Law and Jurisdiction
The THEB Portal, including www.thebcpa.com website (excluding links to websites operated by others) is controlled and operated by THEB from offices in Birmingham, Alabama. Although THEB has made no effort to publish the THEB Portal, including www.thebcpa.com website elsewhere, it is accessible in all fifty U.S. states and in other countries due to its presence on the Worldwide Web. As each of these states and countries have laws which may differ from those of Alabama and from each other, and as you and THEB both benefit from establishing a predictable legal environment in which to publish, access and use the THEB Portal, including www.thebcpa.com website, by publishing, accessing, and/or using the sites you agree that all matters arising from or relating to the use and operation of the sites will be governed by the laws of the State of Alabama, without regard to its conflict of laws principles. You agree that all claims you may have arising from or relating to the operation or use of the THEB Portal, including www.thebcpa.com website will be heard and resolved in the courts of Jefferson County, Alabama. You consent to personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts. The foregoing not withstanding you agree that THEB shall be entitled to apply for any necessary injunctive remedies in any jurisdiction. If you choose to access the www.thebcpa.com website from locations other than the State of Alabama, you will be responsible for compliance with all local laws of such other locations.
We shall have the right, in our sole discretion, to terminate any services of the Site and remove any Materials from the Site. We may also terminate your access to any part or all of the services provided by us on the Site any time, with or without cause or notice, for any or no reason. We shall not be responsible for maintaining or returning your submitted information.
Last Revision Date
This Agreement was last revised on 2/28/2020.