Portal End User License Agreement
Harris, Greene LLP
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 HG Portal, you agree to be bound by any such modifications and should therefore periodically visit this page and the HG 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 HG 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. We reserve the right to require you to check the "Yes" button from time to time to confirm your agreement to any amended terms hereunder.
You agree that HG may terminate this Agreement, for any reason at our sole discretion, at any time, without notice, and that HG reserves the right to change, suspend, or discontinue all or any aspects of the HG Portal, for any reason at our sole discretion, at any time, without notice. We shall not be responsible for monitoring or returning any information through the Portal.
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 HG Portal by any means other than the interface that is provided by HG.
- You will not upload, post, transmit, or store any material that:
- is unlawful, offensive, defamatory, fraudulent, deceptive, misleading, harmful, threatening, harassing, obscene, or objectionable;
- breaches any of your contractual or confidentiality obligations;
- disrupts or interferes with the normal operations of the Portal, such as posting or transmitting viruses, continuous posting of repetitive materials, or posting and/or uploading abnormally large files or other data; or
- is an advertisement or other solicitation, including, but not limited to, any unauthorized advertising materials, unsolicited promotional materials, "junk mail," "spam mail," "chain letters," "pyramid schemes," franchises, distributorships, club memberships, sales arrangements, or similar materials;
- You will not violate other's privacy rights or personal rights by abusing the Portal or any information on the Portal, including, but not limited to, harassing or "stalking" another person, sending unsolicited e-mails, or collecting other's personal information;
- You will not breach or attempt to breach any security measures of the Portal;
- You will not use any device, process, or mechanism (e.g., a spider or "bot") to monitor, retrieve, search, or access the Portal without our prior written consent;
- You will not access or attempt to access any account or login of any other user or third party listed on the Portal;
- You will not copy, modify, reproduce, delete, distribute, download, store, transmit, sell, re-sell, publish, reverse engineer, or create derivative works of any aspect of the Portal;
- You will not post or submit any inaccurate, false, or incomplete information.
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the HG Portal. Accordingly, you agree that you are solely responsible to HG for all activities that occur under your account. If you become aware of any unauthorized use of your password on the HG Portal or your account, you agree to notify HG immediately at firstname.lastname@example.org.
CCH Axcess Master License Agreement
You are hereby notified that in connection with providing access to you to the HG Portal and services related thereto, HG has entered into a Master License Agreement with CCH Incorporated, a Wolters Kluwer business ("CCH"), a copy of which is located here:
http://support.cch.com/uploads/CCH%20Axcess%20Master%20Agreement%20_04-29-13__2_.pdf ("CCH Master License Agreement").
You hereby agree that you shall thoroughly and completely review the terms of the CCH Master License Agreement, and that you shall use commercially reasonable efforts to ensure that your use of the HG Portal will not cause or result in any violation of you as "Client" or HG as "Customer" under the terms of the CCH Master 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 Portal, and the services offered thereunder, 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 Portal 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 HG Portal
HG grants you a personal, non-assignable and non-exclusive license to use the HG Portal as part of the services being provided to you by our firm. This license is for the sole purpose of enabling you to use and enjoy the benefit of the HG 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 HG Portal or any part thereof. Except as expressly provided herein, unless HG has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the HG Portal, grant a security interest in or over your rights to use the HG Portal, or otherwise transfer any part of your rights to use the HG Portal. Notwithstanding the foregoing, you are granted limited administrative rights to provide access to the HG Portal in your reasonable discretion to those parties who would reasonably need to access information located on the HG Portal, or who could upload information and documents (such as tax documents and other financial papers) onto the HG Portal for you to access, that would assist you in utilizing the services provided by the HG Portal in the ordinary course.
The content on the HG 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 HG, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the HG 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. HG reserves all rights not expressly granted in and to the HG 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 HG Portal or features that prevent or restrict use or copying of any Content or enforce limitations on use of the HG Portal or the Content therein.
Copyright and Trademark policies
It is HG’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, HG 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 HG Portal. You agree that use of the HG Portal is at your sole risk. The HG Portal is provided on an "as is" and "as available" basis.
Neither HG 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 HG Portal site will be uninterrupted or error-free.
Under no circumstances shall HG 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 HG Portal, or any website linked to the HG Portal, including but not limited to reliance by you on any information obtained from the HG Portal 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 HG Portal utilizes industry accepted security systems in an attempt to eliminate unauthorized access to private information. By using the HG Portal, you expressly agree to not hold HG or its Associates liable in the event of unauthorized access and subsequent use of your company and/or personal information. If you are a California resident, you waive California civil code §1542, which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
The foregoing Limitation of Liability shall apply in any action, whether in contract, tort or any other claim, even if an authorized representative of HG has been advised of or should have knowledge of the possibility of such damages.
You agree to defend, indemnify and hold harmless HG 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 HG Portal; (ii) your violation of any term of this Agreement; or (iii) your violation or 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 HG 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 email@example.com or in writing to:
Harris, Greene LLP
2020 Main Street, Suite 960
Irvine, CA 92614
Attn: Office Manager
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 HG 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 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 Orange, to resolve any legal matter arising from these terms and conditions. Notwithstanding this, you agree that HG shall still be entitled to apply for any necessary injunctive remedies in any jurisdiction.
Last Revision Date
This Agreement was last revised on March 8, 2017.