CLIENT PORTAL AGREEMENT
PLEASE READ THIS CLIENT PORTAL AGREEMENT (“CPA”) CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS.
This CPA is a legal agreement between You (either as an individual or on behalf of an entity) (“You” or “Client”) and Herrick, Ltd. (“Herrick” or the “Firm”) regarding your use of Herrick’s Client Portal (the “Portal”). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS CPA, DO NOT INSTALL OR USE THE PORTAL.
Herrick owns and provides the Portal to permit simple and secure electronic transfer of documents between You and the Firm, and to allow for access to certain documents created or maintained by the Firm. Herrick shall only use the information provided by You for lawful purposes.
2. TERMS AND CONDITIONS
a. By downloading, installing, or using the Portal, You accept and agree to be bound by the terms of this CPA. If you do not agree to all of the terms of this CPA, you may not download, install, or use the Portal. Herrick may terminate, at its sole discretion, this CPA and Your access to the Portal if you breach any of the terms and conditions of this CPA.
b. You are accepting this CPA on your behalf and on behalf of other people to whom you have given authorization to use the Portal who access or use the Portal. You are responsible for these people’s use of the Portal and for their compliance with this CPA’s terms.
c. Herrick reserves the right, from time to time, with or without notice to you, to change the terms of this CPA. The most current version of this CPA will supersede all previous versions. Your continued use of the Portal after the posting of any amended terms and conditions shall constitute your agreement to be bound by any such changes.
d. This CPA applies to any software, firmware and Internet browser software and other application software included in or with the Portal and any patches, updates, upgrades or new versions of that software, firmware and Internet browser software and other application software provided to or made available for the Portal.
e. Herrick may modify, suspend, discontinue or restrict the use of any portion of the Portal, including the availability of any portion of the content at any time, without notice or liability.
f. You agree to allow Herrick to use the information provided by You for the services contemplated in any relationship between You and Herrick, including, but not limited to, the provision of consulting, tax and accounting services.
This CPA entitles You to use the Portal for any lawful purpose consistent with this CPA. Your license to use the Portal is expressly conditioned upon your agreement to all of the terms of this CPA. Herrick reserves all other rights not granted by this CPA.
You may not lease, rent, sublicense, publish, modify, patch, adapt or translate the Portal. You may not reverse engineer, decompile or disassemble the Portal, create portal derivative works, or attempt to create Portal source code from its object code. You may not:
a. use any unauthorized, illegal, counterfeit or modified hardware or software with the Portal;
b. use tools to bypass, disable or circumvent any encryption, security or authentication mechanism;
c. reinstall earlier versions of the Portal (“downgrading”);
d. violate any laws, regulations or statutes or rights of Herrick or third parties in connection with your access to or use of Portal;
e. use any hardware or software to cause Portal to accept or use unauthorized, illegal or pirated software or hardware;
f. obtain the Portal in any manner other than through Herrick authorized distribution methods; or
g. cause Herrick to violate any of the obligations or restrictions contained in Wolters Kluwer’s CCH Axcess Master Agreement, available at https://support.cch.com/kb/solution.aspx/sw29709.
These restrictions will be construed to apply to the greatest extent permitted by the law in your jurisdiction. Herrick reserves all rights not expressly granted to you in this CPA.
Herrick takes commercially reasonable precautions to protect the information provided by You via the Portal. Herrick’s security policies are reviewed periodically and revised as required. It is important to remember that whatever You transmit or disclose online can be collected and used by others or unlawfully intercepted by third parties. However, Client recognizes that no completely secure system for electronic data transfer has yet been devised.
a. To use the Portal, You will have to create an account. As a condition to using such components of the Portal, You will be asked to register with Herrick and select a password and user ID. You shall provide Herrick with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this CPA, which may result in immediate termination of Your account.
b. You may not (i) select or use as a user ID a name of another person with the intent to impersonate that person; or (ii) use as a user ID a name subject to any rights of a person other than You without appropriate authorization. Herrick reserves the right to refuse registration of, or cancel a user ID in its sole discretion.
c. You acknowledge that the use of username and password is an adequate form of security. You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining the strict confidentiality of Your username and password, (2) not allowing another person to use Your username or password, (3) any charges or damages that may be incurred as a result of Your neglect to maintain the strict confidentiality of Your username and password, and (4) promptly informing the Firm in writing of any need to deactivate a username due to security concerns or otherwise.
d. You must notify Herrick immediately of any breach of security or unauthorized use of Your account. Although Herrick will not be liable for Your losses caused by any unauthorized use of Your account, You may be liable for the losses of Herrick or others due to such unauthorized use.
e. All registration information provided by You shall be subject to the terms and conditions included in this CPA or any successor thereto.
7. PORTAL AVAILABILITY
a. You understand and acknowledge that the Portal is a Wolters Kluwer product that has been procured by Herrick for use by the Firm and by You. As such, Herrick makes no representations or warranties as to the availability or security of the Portal that are beyond the Firm’s control.
b. Herrick will use commercially reasonable efforts to provide 24-hour daily availability of the Portal. However, Herrick makes no representation or warranty that 24-hour service will always be available.
c. Herrick shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Portal.
d. Herrick is not responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of any e-mail to be received by the Firm on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof, including any injury or damage to Your computer or peripherals related to uploading or downloading any materials from the Portal.
7. LINKS TO THIRD PARTY SITES
The Portal may contain links to other Websites (“Linked Sites”). The Linked Sites are not under the control of the Firm and the Firm is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. The Firm is not responsible for webcasting or any other form of transmission received from any Linked Site. The Firm or Wolters Kluwer are providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by the Firm of the Linked Sites or any association with its operators.
8. PROHIBITED USES
a. As a condition of your use of the Portal, You will not use the Portal for any purpose that is unlawful or prohibited by the terms in this CPA. Herrick reserves the right to investigate and take appropriate legal action against any users who, in Herrick’s sole discretion, violate this provision, including, without limitation, removing, editing or modifying any offending content, or denying, restricting, or suspending or terminating Your access to all or any part of the Portal, with or without prior notice or explanation, and without liability to Herrick. Herrick has no obligation to take any of the above-referenced actions, and is not responsible for the conduct of any users who violate this provision. You will not:
a) Use the Portal in any manner that could damage, disable, overburden, or impair any of the Portal’s servers or the network(s) connected to any of the Portal’s servers, or interfere with any other party’s use and enjoyment of the Portal.
b) Attempt to gain unauthorized access to any part of the Portal, other accounts, computer systems or networks connected to any Portal server, through hacking, password mining or any other means.
c) Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Portal.
d) Use the Portal in connection with surveys, contests, pyramid schemes, chain letters, junk e-mail, spamming or any duplicative, exploitive or unsolicited messages (commercial or otherwise).
e) Advertise products of any kind that You or someone else manufacturers, supplies, distributes. This includes not publishing, posting, uploading, discussing, mentioning or listing the telephone numbers, addresses, facsimile numbers, e-mail addresses, domain names or web links of Your manufacturing, supply, retail, or wholesale business or any other business of this type.
f) Publish, post, upload, link to, discuss, disseminate, mention, or list Your own personal contact information if it is for the purpose of advertising, distributing or selling products or services that You or someone else manufactures, supplies, distributes or sells.
g) Publish, post, upload, link to, discuss, disseminate, mention or list Your or anyone else’s age or e-mail address anywhere on the Portal unless required by law or as necessary for Herrick to complete the consulting, tax, accounting services.
h) Publish, post, upload, link to, discuss, disseminate, mention or list names, telephone numbers, addresses, e-mail addresses, facsimile numbers, domain names or websites of any other users.
i) Defame, abuse, harass, stalk, threaten, offend, provoke, name call, or otherwise violate the legal rights (including the rights of privacy and publicity) of others.
j) Publish, post, upload, disseminate, use or make comments which are of an abusive, violent, inappropriate, vulgar, profane, defamatory, obscene, indecent, sexually explicit, pornographic, or otherwise objectionable or unlawful nature.
k) Publish, post, discuss, upload, disseminate or mention information that contains content intended to victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, race, ethnicity, age, disability, or sexual orientation. Hate speech of any kind is not permitted on the Portal.
l) Publish, post, discuss, upload, disseminate or mention illegal activities of any kind, including, without limitation, references to money laundering, illegal drug use, terrorist activities, making or buying illegal weapons, violating someone else’s privacy or child pornography.
m) Publish, post, upload, disseminate, post web links to or otherwise make available any content, which is obscene, lewd, violent, sexually explicit, pornographic or otherwise objectionable or illegal.
n) Publish, post, upload, use or otherwise make available, pass off as Your own, or solicit for exchange, sale or purchase, any content protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or rights of privacy or publicity) unless You own or control the rights thereto or have received all necessary consent to do the same.
o) Post, upload, disseminate, link to, use, modify, copy, reproduce, republish, transmit or otherwise make available any content, which is made available through the Portal in any manner that infringes any copyright, trademark, patent, trade secret, or other personal or proprietary right of any party.
p) Publish, post, upload, disseminate, use, link to or otherwise make available any image, photograph or picture of any other person or user without that person’s or user’s consent.
q) Solicit information of any kind from or exploit in any way users who are under the age of 18.
r) Upload files to the Portal that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
s) Harvest, solicit or otherwise collect personal information from or about other users for any purpose.
t) Use the Portal in any manner which is inconsistent with or violates any applicable laws or regulations.
u) Create a false identity on the Portal for the purpose of misleading others.
v) Publish, post, disseminate, link to, upload, use, copy or otherwise make available (whether or not for a fee) any directory of users of the Portal.
w) Register on the Portal under a new user name if Herrick has restricted, suspended or terminated Your use of the Portal.
x) Register more than once or register more than one user name on the Portal. If You register more than once or register any additional user name(s), Herrick will delete any additional registration and/or user name from the Portal and system.
y) Register with a user name that is offensive, deceptive or violates any other party’s rights.
z) Register on the Portal if You are under the age of 14.
aa) Register on the Portal with a non-working or inactive e-mail address, or someone else’s e-mail address other than Your own.
bb) Publish, post, upload, disseminate, discuss, mention or insinuate false information about other users.
cc) Publish, post, upload, disseminate, discuss or mention the value, validity or effectiveness of products or services of sponsors if You have never owned or used such product or services.
9. RESERVATION OF RIGHTS
Herrick reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the Firm’s sole discretion.
10. DISCLAIMERS AND LIMITATIONS ON LIABILITY
THE PORTAL IS PROVIDED ON AN “AS IS” BASIS, AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. YOUR USE OF THE PORTAL IS AT YOUR SOLE RISK. Herrick does not warrant that (i) the Portal will meet your specific requirements; (ii) the Portal is fully compatible with any particular platform; (iii) your use of the Portal will be uninterrupted, timely, secure, or error-free; (iv) the results that may be obtained from the use of the Portal will be accurate or reliable; (v) the quality of any products, services, information, or other material purchased or obtained by you through the Portal will meet your expectations; or (vi) any errors in the Portal will be corrected.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT ALLOWED BY LAW, HERRICK SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HERRICK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATED TO THE PORTAL, including, for example: (i) the use or the inability to use the Portal; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Portal; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third-party on the Portal; (v) or any other matter relating to the Portal. Notwithstanding the foregoing, if there is any event or circumstance resulting in liability, Herrick’s liability will not exceed the price you paid for use of the Portal or US$5.00, whichever is the greater.
Herrick reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Portal (or any part thereof) with or without notice. Herrick shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Portal.
You agree to indemnify and hold Herrick, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Portal in violation of this CPA and/or from any breach of this CPA.
12. TERM AND TERMINATION
This CPA shall be enforceable for as long as You use the Portal and/or have information contained on the Portal. Certain terms of this CPA shall survive the termination or expiration of this CPA, including, but not limited to, Sections 10, 11, 13, and 14.
13. VIOLATION OF CPA; TERMINATION OF RIGHTS AND HERRICK REMEDIES
If Herrick determines that you have violated this CPA’s terms, Herrick may itself or may procure the taking of any action to protect its interests such as disabling access to or use of some or all Portal, denial of any warranty, repair or other services provided for the Portal, implementation of automatic or mandatory updates or devices intended to discontinue unauthorized use, or reliance on any other remedial efforts as reasonably necessary to prevent the use of modified or unpermitted use of the Portal.
Herrick, its affiliates and licensors reserve the right to bring legal action in the event of a violation of this CPA. Herrick may participate in governmental or private legal action or investigation relating to your use of the Portal.
a. You are bound by this CPA’s most current version. Herrick may modify this CPA’s terms at any time. To access a printable, current version of this CPA, go to http://www.herrickltd.com. Please check this URL from time to time for changes to this Agreement. Your continued access to or use of the Portal will signify your acceptance of the latest version of this CPA.
b. The failure of Herrick to exercise or enforce any right or provision of this CPA shall not constitute a waiver of such right or provision.
c. If any provision of this CPA is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this CPA are not affected or impaired in any way.
d. You acknowledge that your breach of this CPA would cause irreparable injury to Herrick for which monetary damages would not be an adequate remedy and that Herrick is entitled to equitable relief in addition to any other remedies it may have under law.
e. This CPA constitutes the entire agreement between you and Herrick and governs your use of the Portal, superseding any prior agreements between you and Herrick (including, but not limited to, any prior versions of the CPA).
f. You agree that this CPA and your use of the Portal are governed under Vermont law and any dispute related to the Portal must be brought in a tribunal of competent jurisdiction located in or near Burlington, Vermont.
g. No failure to exercise and no delay in exercising any right under this CPA operates as a waiver of that right.
h. Herrick may assign any of its rights under this CPA, including its rights to enforce this Agreement’s terms, to any third-party.
i. Please send any questions about this CPA to taxmailing@Herrickltd.com.