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    FINK & COMPANY, LLP

    PORTAL END USER LICENSE AGREEMENT

     

    IMPORTANT -- YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS BEFORE PRESSING THE “YES BUTTON” BELOW. THIS END-USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT (THIS “AGREEMENT”) BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY), THE END USER, AND FINK & COMPANY, LLP (“F&C”) YOU AGREE THAT YOUR USE OF THE PORTAL ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS OF F&C’S PRIVACY NOTICE, WHICH ARE PUBLISHED AT WWW.FINKCPA.COM AND WHICH ARE INCORPORATED HEREIN BY REFERENCE.  THE PRIVACY NOTICE EXPLAINS HOW F&C TREATS YOUR PERSONAL INFORMATION, AND PROTECTS YOUR PRIVACY, WHEN YOU USE THE F&C PORTAL.  F&C 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 F&C PORTAL.

    Modifications

    You agree that we may alter, modify, or suspend this Agreement or any policy or other terms referenced in this Agreement at any time and at our sole discretion. By using the F&C Portal, you agree to be bound by any such modifications and should therefore periodically visit this page and the F&C 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 F&C 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.

    Termination

    You agree that F&C may terminate this Agreement, for any reason at our sole discretion, at any time, by providing you 7 days’ advance notice, and that F&C reserves the right to change, suspend, or discontinue all or any aspects of the F&C Portal, for any reason at our sole discretion, at any time, by providing you 7 days’ advance notice.  You are personally liable for any charges that you incur prior to any termination, change, suspension or discontinuation of this Agreement or the F&C Portal. 

    User Restrictions

    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 F&C Portal by any means other than the interface that is provided by F&C.

    Passwords

    You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the F&C Portal.  Accordingly, you agree that you are solely responsible to F&C for all activities that occur under your account.  If you become aware of any unauthorized use of your password on the F&C Portal or your account, you agree to notify F&C immediately at lili@finkcpa.com.

    CCH ProSystem fx Master Software License Agreement

    You are hereby notified that in connection with providing access to you to the F&C Portal and services related thereto (“Services”), F&C has entered into a Software License Agreement with CCH Incorporated, a Wolters Kluwer business (“CCH”), a copy of which is located here: http://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 F&C Portal will not cause or result in any violation of you as “Client” or F&C as “Customer” under the terms of the CCH Software License Agreement.

    Monitoring

    We reserve the right to log, review, and otherwise examine any information stored on or passing through our Portal, 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 F&C Portal

    F&C grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the F&C Portal as part of the services being provided to you by F&C.  This license is for the sole purpose of enabling you to use and enjoy the benefit of the F&C 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 F&C Portal or any part thereof. Except as expressly provided herein, unless F&C has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the F&C Portal, grant a security interest in or over your rights to use the F&C Portal, or otherwise transfer any part of your rights to use the F&C Portal.  Notwithstanding the foregoing, you are granted limited administrative rights to provide access to the F&C Portal in your reasonable discretion to those parties who would reasonably need to access information located on the F&C Portal, or who could upload information and documents (such as tax documents and other financial papers) onto the F&C Portal for you to access, that would assist you in utilizing the services provided by the F&C Portal in the ordinary course.

    Intellectual Property

    The content on the F&C 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 F&C, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. F&C shall retain all right, title, and interest in the Content and to any modifications or improvements made thereto, and any upgrades, updates, or documents provided to you. Content on the F&C 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. F&C reserves all rights not expressly granted in and to the F&C 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 F&C Portal or features that prevent or restrict use or copying of any Content or enforce limitations on use of the F&C Portal or the Content therein.

    Copyright and Trademark policies

    It is F&C’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.

    Other Content

    The F&C Portal may include hyperlinks to other web sites or content or resources that are not owned or controlled by F&C.  F&C has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or resources which are provided by companies or persons other than F&C.  You acknowledge and agree that F&C is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such web sites or resources.  You acknowledge and agree that F&C is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such web sites or resources.  We encourage you to be aware when you leave the F&C Portal and to read the terms and conditions and privacy policy of each other website that you visit.

     

    DISCLAIMER OF WARRANTIES

    YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PORTAL IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND F&C HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PORTAL, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. F&C DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PORTAL, THAT THE FUNCTIONS CONTAINED IN THE PORTAL WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PORTAL WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY F&C AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

    Neither F&C 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.

     

    LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL F&C BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PORTAL, EVEN IF F&C HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

    Under no circumstances shall F&C 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 F&C Portal site, or any web site linked to the F&C Portal site,, including but not limited to reliance by you on any information obtained from the F&C 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 F&C Portal utilizes industry accepted security systems in an attempt to eliminate unauthorized access to private information. By using the F&C Portal, you expressly agree to not hold F&C 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 F&C has been advised of or should have knowledge of the possibility of such damages.

    You agree to defend, indemnify and hold harmless F&C 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 F&C 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 F&C Portal.

    Notices

    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 [lili@finkcpa.com] or in writing to:

    Fink & Company, LLP

    20700 Ventura Blvd., Suite 340

    Woodland Hills, CA 91364

    Entire Agreement

    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.

     

    Severability

    This EULA will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. 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.

    Waivers

    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 F&C without restriction.

    Relationship

    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).

    Governing Law

    This Agreement shall be construed and enforced according to the laws of the State of California applicable to agreements made and to be performed wholly within the State of California.  You agree to submit to the exclusive jurisdiction of the courts located within the State of California, County of Los Angeles, to resolve any legal matter arising from these terms and conditions.  Notwithstanding this, you agree that F&C shall still be entitled to apply for any necessary injunctive remedies in any jurisdiction.