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CHASE AND ASSOCIATES, P.C.
CLIENT USER LICENSE AGREEMENT
by and between
CHASE AND ASSOCIATES, PC
“Chase” or “We:”
“Client” or “You”
1. PURPOSE OF THE CHASE CLIENT PORTAL:. Chase maintains a client- accessible, online data exchange facility ( the“Portal”) to facilitate its clients’ and Chase communications and the transmittal, intermediate storage, review, exchange, and retrieval of documents and other materials and information uploaded by clients (“Client Information”) related to Chase’s furnishing professional bookkeeping, accounting, tax preparation, and financial advisory services to its clients (“Chase Services”).
2. THIS AGREEMENT: is intended to govern Client’s and Chase’s access to and use of the Portal for that PURPOSE.
3. RIGHTS GRANTED TO CLIENT: (a) In consideration of the professional relationship established in any retainer or any other agreement between the Parties regarding Chase Services to Client and the sum of one additional dollar received by Chase from Client, and subject to Chase’s specific reservation of all rights in and to the Portal itself, all underlying Chase or third party software, and all Client Information stored on the Portal that is necessary to provide and document lawful professional services to Client (“Rights Retained by Chase”), Chase hereby grants to Client a nonexclusive and non-assignable right and license to access and use the Portal for the PURPOSE, and only for the PURPOSE, set out above, during the Term and in the Territory described in this Agreement.
(b) The Term of this Agreement shall begin on the date that Client returns this document fully subscribed where indicated below. This Agreement may be suspended or terminated in Chase’s sole discretion, immediately upon any cyberattack, compromise of security, failure or physical damage to the software or hardware comprising the Portal, or for any other reason in Chase’s sole discretion upon seven days written notice from Chase to Client.
(c) The Territory: Client’s use of the rights granted herein shall be limited to access from licensed communications facilities in the Unites States of America, its Territories, and Possessions, unless prior written permission of Chase permits otherwise.
4. RIGHTS RETAINED BY CHASE: (a) Chase retains all rights in and to the Portal and its use not specifically licensed to Client in this Agreement or any subsequent amendment of or Chase changes to this Agreement, including the rights to alter, suspend, or terminate Client’s access to the Portal for any lawful or good faith business, professional, or operational reason.
(b) Client understands and agrees that the Portal is a resource for communications between the Parties and not an archive for any Client Information. Client further agrees that, to insure consistent access to its Client Information transmitted to or temporarily stored by it on the Portal, it is essential for Client to maintain originals or copies of such Information in its own physical or electronic control.
(c) Except as necessary in the ordinary course of its business or as otherwise required by law or regulation, or as necessary to meet a good faith “need to know” on the part of Client’s officers, directors, shareholders, or licensed professional advisors, Client shall not tamper with operations of the Portal, copy or distribute any proprietary Chase forms, materials, information, or the work product of Chase Services, or make any illegal or unauthorized use of the Portal or its contents, including the contents temporarily stored there by other Chase clients. If Client allows access to the Portal by any person or entity, it shall be solely liable for any breach of the terms of this Agreement by such person or entity as if such breach resulted from the act or omission of Client.
(d) Chase further reserves, on its own behalf and on behalf of the owners and licensors of all components of the Portal, all rights necessary to Chase’s compliance as licensee of the software, hardware, storage facilities, and non-Client and other- client content that comprise or are temporarily stored on the Portal itself and that are the protected intellectual property and confidential information of such persons. Any unauthorized Client use, reverse engineering, copying, misidentification, or distribution of any of those components or such content will be an unlawful infringement of property rights, and may result in liability to Chase or such persons, in litigation, or in termination of the RIGHTS GRANTED in this Agreement.
5. RIGHTS GRANTED BY CLIENT: Client hereby grants Chase the nonexclusive right and license to access, store, copy, analyze, interpret, summarize, and refine all Client Information transmitted to the Portal by Client, and any work product of Chase Services, transmitted to or temporarily stored upon the Portal -- solely for the PURPOSE set out above, and for compliance with applicable law or the order of any court or agency interpreting or enforcing applicable law.
6. OTHER RIGHTS OF THE PARTIES: Each Party shall maintain exclusive ownership and use of its own Information temporarily stored on the Portal, and to the extent permitted by law or regulation, or by any other agreement between them, may demand prompt removal and/or return of its Information stored there.
7. CONFIDENTIALITY: Each Party shall maintain the confidentiality of the other Party’s communications and Information that are by their nature or by notice from the other Party proprietary to that Party and maintained as confidential by that Party. In doing so, each Party shall apply the same standards of confidentiality as that Party applies to its own confidential information, but not less than standards required by law or by any authoritative professional association, including the Association of Independent Certified Public Accountants (AICPA). No breach of Portal confidentiality by any unauthorized or unknown third person or entity shall result in any liability to either Party, unless such breach is the result of willful negligence on the part of such Party. For the protection of the confidential information of any user of the Portal, Chase may, in good faith, suspend or terminate access to the Portal, and therefore to Client’s access to Client’s Information and Chase’s work product stored on the Portal, without liability to any user of the Portal, including Client.
8. OTHER CONTENT: Neither Party shall transmit to, store upon the Portal, nor use any information or material unless such transmittal, storage, or use unless the same is specifically authorized by its owner or by applicable law.
9. DISCLAIMER OF WARRANTIES; LIABILITY LIMITATION: (a) All use of the Portal is at the risk of the Client. Chase cannot and does not warrant uninterrupted access to the Portal, or uncorrupted storage, or privacy or confidentiality of Client communications and content temporarily stored thereon.
(b) Under no circumstances shall Chase be liable to client or any third party for any alleged or actual direct or indirect, special, exemplary, punitive, or consequential damage to Clients’ or its customers’ or affiliates’ operations, property, rights, lost income, goodwill, or other interests on account of the temporary suspension or of termination of use of the Portal resulting from any cause other than willful intention of Chase to do harm.
10, CLIENT’S WARRANTY AND INDEMNITY: Client warrants that it shall in all respects comply with its obligations in this Agreement, and with the terms of that certain Software License Agreement by and between Chase and CCH, Inc., (to be found at CCH Prosystem fx Master Agreement (“CCH Software License’) made a part of this Agreement, in which Chase is the denominated “Customer” and Client herein is the denominated “Client, ” and Client shall defend, hold harmless, and indemnify Chase, its directors, owners, officers, and employees and other users of the Portal, from and against any alleged act or omission of Client or any other Client-authorized user arising out of a breach of this warranty.
11. PASSWORD: Client access to its licensed use of the Portal shall be by password subscribed, chosen, or assigned and changed from time to time by client. Security of the password is the exclusive responsibility of Client. Client shall promptly notify Chase of any unauthorized access to or use of the password.
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 Chaseassociatesportal@gmail.com or in writing to:
Chase and Associates, CPAs, PC
9293 Corporate Circle
Manassas, VA 20110
This Agreement, including Chase and Associates CPAs, PC’s privacy notice incorporated herein, 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 Chase and Associates CPAs 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 Chase and Associates CPAs Portal, including www.chaseadvisors.com website (excluding links to websites operated by others) is controlled and operated by Chase and Associates CPAs from offices in Manassas, Virginia. Although Chase and Associates CPAs. has made no effort to publish the Chase and Associates CPAs Portal, including www.chaseadvisors.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 Virginia and from each other, and as you and Chase and Associates CPAs both benefit from establishing a predictable legal environment in which to publish, access and use the Chase and Associate CPAs Portal, including www.chaseadvisors.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 United States of America and resolved in the United States Courts for District of Columbia, wherever performed and without regard to conflicts of laws provisions otherwise applicable there. You agree that all claims you may have arising from or relating to the operation or use of the Chase and Associates CPAs. Portal, including www.chaseadvisors.com website will be heard and resolved in the courts of the United States of America and resolved in the United States Courts for District of Columbia. 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 Chase and Associates CPAs. shall be entitled to apply for any necessary injunctive remedies in any jurisdiction. If you choose to access the www.chaseadvisors.com website from locations other than the State of Virginia, you will be responsible for compliance with all local laws of such other locations.
LAST REVISION DATE
This Agreement was last revised on March 14, 2015.
CHASE AND ASSOCIATES, CPAs, PC
CPAs, like all providers of personal financial services, are now required by law to inform their clients of their policies regarding privacy of client information. CPAs have been and continue to be bound by professional standards of confidentiality that are even more stringent than those required by law. Therefore, we have always protected your right to privacy.
This privacy notice outlines the policies for Chase and Associates CPAs, PC (“C & A P.C.”) and any and all domain names, web portals and websites owned and operated by Chase and Associates, CPAs, including www.chaseadvisors.com (collectively, the “Chaseassociates Portal”). The Chase and Associates CPAs Portal may contain links to websites operated by third parties and we are not responsible for the privacy practices of those sites.
Types of nonpublic personal information we collect
We collect nonpublic personal information about you from the following sources:
- Information we receive from you on applications or other forms
- Information about your transactions with us
- Information we receive from others that you have sent to us
- Our Web server automatically records the IP addresses of visitors to our site. This information is used in aggregate form to help us understand how visitors use the Chase and Associates CPAs Portal. The servers at the Chase and Associates CPAs Portal website also collect connection-related technical data. The data entries in these logs are used for server and network operation and maintenance and to help us understand general usage patterns. No personally identifiable information is collected unless you knowingly provide it.
Use of data collected
Nonpublic personal data about you collected may be used for editorial and feedback purposes, marketing and promotional purposes, statistical analysis of users’ behavior, product development, content and layout improvement, and to inform advertisers and business partners as to how many visitors have seen or clicked on their advertisements. Information may also be made available to contractors as needed for maintenance of our systems/infrastructure.
Parties to whom we disclose information
As part of our firm’s policy, we do not disclose any nonpublic personal information about current or former clients that is obtained in the course of our practice except as required or permitted by law. Permitted disclosures include, for instance, providing information to our employees and, in limited situations, to unrelated third parties who need to know that information to assist us in providing services to you. In all such situations, we stress the confidential nature of information being shared.
We may use “cookies” on our websites to personalize and enhance your website visits. A cookie is a text file that is placed on your hard drive by our web server. Cookies are uniquely assigned to a computer, and your computer will only allow our web servers to access our cookies. The most important thing to understand about cookies is that they pose no danger to you. They cannot be used to collect secret information about you or your computer or to provide information about you to other companies.
Cookies provide a convenience by saving you time on subsequent visits and personalizing your web experience. For example, when you return to our website, cookies enable us to remember information from prior visits, and cookies may save data such as name, password, user-name, screen preferences, and pages viewed.
You have the right to delete cookies placed on your hard drive, which will erase the data automatically saved during your visit. However, that will mean that our sites will not recognize you when your return. You may also modify your web browser to notify you before accepting cookies, or to decline all cookies. We strongly suggest that you accept cookies from us, since they help provide you a more seamless, personalized, and effective web browsing experience and keep our site compelling and informative.
Links to Other Websites
The Chase and Associates CPAs Portal or website may contain links to other sites that are not owned or controlled by Chase and Associates CPAs. We are not responsible for the content or privacy practices of other sites. This privacy statement applies only to the Chase and Associates CPAs Portal.
Warranty Disclaimer and Limitation of Liability
The Chase and Associates CPAs Portal and its owner make no representation of any kind regarding the site content or any portion thereof. All site content is provided in “AS IS” condition, and the Chase and Associates CPAs Portal and Chase and Associates CPAs, P.C. expressly disclaims any and all warranties of merchantability or fitness for a particular use.
Applicable Law and Jurisdiction
The Chase and Associates CPAs Portal, including www.chaseadvisors.com website (excluding links to websites operated by others) is controlled and operated by Chase and Associates CPAs P.C. from offices in the City of Manassas, Virginia. Although Chase and Associates CPAs has made no effort to publish the Chase and Associates CPAs Portal, including www.chaseadvisors.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 Virginia and from each other, and as you and Chase and Associates CPAs both benefit from establishing a predictable legal environment in which to publish, access and use the Chase and Associates CPAs Portal, including www.chaseadvisors.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 Virginia, 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 Chase and Associates CPAs Portal, including www.chaseadvisors.com website will be heard and resolved in the courts of the County of Prince William, State of Virginia. 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. If you choose to access the www.chaseadvisors.com website from locations other than the State of Virginia you will be responsible for compliance with all local laws of such other locations.
The Chase and Associates CPAs Portal, including www.chaseadvisors.com website is confidential and proprietary to Chase and Associates CPAs. All of the text, images, marks, logos and other content of this website is proprietary to Chase and Associates CPAs or is used with the owner’s permission or applicable law or regulation.
Protecting the confidentiality and security of current and former client's information
We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and, in some cases, to comply with professional guidelines. In order to guard your nonpublic personal information, we maintain physical, electronic, and procedural safeguards that comply with our professional standards.
Very truly yours,
Chase and Associates, CPAs, PC
Last Revision Date
This Privacy Notice was last revised on February 19, 2015