PORTAL END USER LICENSE AGREEMENT

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IMPORTANT -- READ CAREFULLY: Welcome to the Portal provided by Roslyn Accounting Services and Payroll Preparation Inc.  By clicking the "Yes" button, the user ("You") accept and agree(s) to be bound by the terms and conditions contained in this agreement (the "Agreement") and the terms and conditions of Roslyn Accounting Services and Payroll Preparation Inc privacy notice. The privacy notice explains how Roslyn Accounting Services and Payroll Preparation Inc treats your personal information, and protects your privacy, when you use the Roslyn Accounting Services and Payroll Preparation Inc Portal. Roslyn Accounting Services and Payroll Preparation Inc 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 Roslyn Accounting Services and Payroll Preparation Inc Portal. 

By accepting this Agreement, you acknowledge and agree that you had a meaningful choice with respect to your decision to enter into this Agreement, and you chose to enter into the Agreement after considering the risks and rewards associated with the Agreement.  By accepting this Agreement, you further declare that it is your belief that the Roslyn Accounting Services and Payroll Preparation Inc Portal does not provide a mandated service, but merely a convenience based service.  Further, please be advised that this Agreement is not being presented on a ‘take-it-or-leave-it” basis; instead, you have the ability to propose alternative contractual terms to Roslyn Accounting Services and Payroll Preparation Inc, in writing, as opposed to merely accepting all terms and conditions that are included herein.  Further, before accepting the terms and conditions of this Agreement, you are free to consult with a third party professional regarding any uncertainty you may have with respect to the ramifications of the Agreement; however, once you accept this Agreement, you are thereby attesting and agreeing that you have had a reasonable opportunity to understand and appreciate all terms and conditions of the Agreement.

 

Modifications

 

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 Roslyn Accounting Services and Payroll Preparation Inc Portal, you agree to be bound by any such modifications and should therefore periodically visit this page and the Roslyn Accounting Services and Payroll Preparation Inc Portal to determine the most 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 Roslyn Accounting Services and Payroll Preparation Inc Portal site, its content or this Agreement as it may be revised, you agree that you may discontinue using the Portal upon your discretion.

 

Termination

 

You agree that Roslyn Accounting Services and Payroll Preparation Inc may terminate this Agreement, for any reason at our sole discretion, at any time, by providing you seven (7) days advance notice, and that Roslyn Accounting Services and Payroll Preparation Inc reserves its right to change, suspend, or discontinue all or any aspects of the Roslyn Accounting Services and Payroll Preparation Inc Portal, for any reason at our sole discretion. You are personally liable for any charges that you incur prior to any termination, change, suspension or discontinuation of this Agreement or the Roslyn Accounting Services and Payroll Preparation Inc Portal. You further agree that Roslyn Accounting Services and Payroll Preparation Inc 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.

 

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, logo, trademark, legend 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 Roslyn Accounting Services and Payroll Preparation Inc Portal by any means other than the interface that is provided by Roslyn Accounting Services and Payroll Preparation Inc.

•    You will not represent to anyone that Roslyn Accounting Services and Payroll Preparation Inc authorizes third parties to review or rely upon any of the information that is included in the Roslyn Accounting Services and Payroll Preparation Inc Portal because, in fact, Roslyn Accounting Services and Payroll Preparation Inc has not made such authorization to you.

 

Passwords

 

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Roslyn Accounting Services and Payroll Preparation Inc Portal. Accordingly, you agree that you are solely responsible to Roslyn Accounting Services and Payroll Preparation Inc for all activities that occur under your account. If you become aware of any unauthorized use of your password on the Roslyn Accounting Services and Payroll Preparation Inc Portal or your account, you agree to notify Roslyn Accounting Services and Payroll Preparation Inc immediately, in writing.  You agree that Roslyn Accounting Services and Payroll Preparation Inc is not responsible for selecting an appropriate confidential password for your account, and you acknowledge that Roslyn Accounting Services and Payroll Preparation Inc advises you to conduct your own research to assist in your creation of a secure and confidential password.

 

Downtime and Service Suspensions

 

Your access to and use of the Roslyn Accounting Services and Payroll Preparation Inc Portal and related services may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of the Roslyn Accounting Services and Payroll Preparation Inc Portal or any portion or all of such related 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 the Portal or any related services at any time, on a system-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to the 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 Portal, to you or to any of our other clients if the Portal service were not suspended; or (c) in the event that we determine that the Portal or any related 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 Roslyn Accounting Services and Payroll Preparation Inc Portal

 

Roslyn Accounting Services and Payroll Preparation Inc grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Roslyn Accounting Services and Payroll Preparation Inc Portal as part of the services being provided to you by Roslyn Accounting Services and Payroll Preparation Inc.  This license is for the sole purpose of enabling you to use and enjoy the benefit of the Roslyn Accounting Services and Payroll Preparation Inc 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 copy or extract the source code or object code of the Roslyn Accounting Services and Payroll Preparation Inc Portal or any part thereof. Except as expressly provided herein, unless Roslyn Accounting Services and Payroll Preparation Inc has given you specific written permission to do so, you may not: (a) assign (or grant a sub-license of) your rights to use the Roslyn Accounting Services and Payroll Preparation Inc Portal, (b) grant a security interest in or over your rights to use the Roslyn Accounting Services and Payroll Preparation Inc Portal, or (c) otherwise transfer any part of your rights to use the Roslyn Accounting Services and Payroll Preparation Inc Portal.

 

Intellectual Property

 

The content on the Roslyn Accounting Services and Payroll Preparation Inc 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 Roslyn Accounting Services and Payroll Preparation Inc subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Roslyn Accounting Services and Payroll Preparation Inc 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. Roslyn Accounting Services and Payroll Preparation Inc reserves all rights not expressly granted in and to the Roslyn Accounting Services and Payroll Preparation Inc. Portal and the Content contained therein. 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 Roslyn Accounting Services and Payroll Preparation Inc Portal.

 

Other Content

 

The Roslyn Accounting Services and Payroll Preparation Inc Portal may include hyperlinks to other websites or content or resources that are not owned or controlled by Roslyn Accounting Services and Payroll Preparation Inc. Roslyn Accounting Services and Payroll Preparation Inc has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or resources which are provided by companies or persons other than Roslyn Accounting Services and Payroll Preparation Inc. You acknowledge and agree that Roslyn Accounting Services and Payroll Preparation Inc 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 websites or resources. You acknowledge and agree that Roslyn Accounting Services and Payroll Preparation Inc 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 websites or resources. We encourage you to be aware when you leave the Roslyn Accounting Services and Payroll Preparation Inc Portal, and to read the terms and conditions and privacy policy of each other website that you visit.

 

Warranty Disclaimers and Limitation of Liability

 

You acknowledge and accept that: (i) you fully assume all risks related to or resulting from your usage, viewing, or access of the site and its materials, (ii) the site will meet your requirements, (iii) any materials downloaded or otherwise obtained is conducted solely at your own risk, and (iv) you are solely responsible for any damage to your computer system or loss of data that results from the download of any such materials.

Additionally you acknowledge and accept that, unless specifically set forth in this Agreement, Roslyn Accounting Services and Payroll Preparation Inc 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 Portal or any content thereon or services related thereto. You agree that use of the Portal is at your sole risk. The Portal is provided on an "as is" and "as available" basis.  Neither Roslyn Accounting Services and Payroll Preparation Inc nor its partners, agents, affiliates, designees nor each of their respective officers, directors, employees, agents, contractors, subcontractors or the like warrant that use of the Portal site will be uninterrupted or error-free.

 

Limitations of Liability

 

You acknowledge and accept that under no circumstances shall Roslyn Accounting Services and Payroll Preparation Inc or its agents, employees, partners, members, subsidiaries, predecessor companies, successor companies, and their respective affiliates, officers, agents, and employees (hereinafter referred to in this Agreement as “Roslyn Accounting Services and Payroll Preparation Inc parties”) be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages that result from, arise out of or otherwise relate in any fashion to your use of or inability to use the Roslyn Accounting Services and Payroll Preparation Inc Portal site, or any website linked to the Roslyn Accounting Services and Payroll Preparation Inc Portal site, including but not limited to, reliance by you (or any other reasonably foreseeable individuals or entities) on any information obtained from the Roslyn Accounting Services and Payroll Preparation Inc 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.

 

You understand and agree that the Roslyn Accounting Services and Payroll Preparation Inc Portal and the website www.roslynaccountingservices.com and www.payrollpreparationinc.com (hereinafter referred to in this agreement as “website”), and the materials associated with the same, are not a substitute for professional advice and guidance.  You understand and agree that matters addressed in the Portal and the website are subject to interpretation and that you are solely responsible for, and waive any claim against the Roslyn Accounting Services and Payroll Preparation Inc parties for any loss, damage, expense, or claim thereof resulting from your use of the Roslyn Accounting Services and Payroll Preparation Inc Portal and website, and the materials that accompany the Roslyn Accounting Services and Payroll Preparation Inc Portal and website.  You agree and acknowledge that the availability of the Roslyn Accounting Services and Payroll Preparation Inc Portal and website and its materials will not be construed by you as the rendering of any tax, legal, attest, accounting, auditing or other professional services or advice.

 

You further agree to assume all risks associated with, arising out of, or resulting from your use of the Roslyn Accounting Services and Payroll Preparation Inc Portal and website and the materials that accompany the same, including but not limited to, the risks of financial loss or property damage.  You also agree to fully release and hold harmless the Roslyn Accounting Services and Payroll Preparation Inc parties from all claims, demands, damages (including without limitation direct, indirect, consequential, incidental, special, or damages for loss of profits, goodwill, revenue, and data, whether in an action in contract, tort, or breach or failure of warranty even if we have been advised of the possibility of such damages) that are incurred by you or any third party of any kind or nature, known or unknown, and are associated with, arise out of, or result from, your usage of the Roslyn Accounting Services and Payroll Preparation Inc Portal or website and the accompanying materials and content.  Notwithstanding anything to the contrary herein, you agree and acknowledge that Roslyn Accounting Services and Payroll Preparation Inc’s aggregate liability for any damages will not exceed $100 US Dollars.

Finally, by using the Roslyn Accounting Services and Payroll Preparation Inc Portal, you expressly agree to not hold the Roslyn Accounting Services and Payroll Preparation Inc parties 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 Roslyn Accounting Services and Payroll Preparation Inc has been advised of or should have knowledge of the possibility of such damages.

 

Indemnity

 

You agree to defend, indemnify and hold harmless the Roslyn Accounting Services and Payroll Preparation Inc parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees and costs) arising from: (i) your use of or access to the Roslyn Accounting Services and Payroll Preparation Inc Portal; (ii) the information you receive and review in connection with your use of or access to the Roslyn Accounting Services and Payroll Preparation Inc Portal; (iii) 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 Roslyn Accounting Services and Payroll Preparation Inc Portal.

 

Notices

 

All Notices by us to you shall be by email to the email address listed as the Portal Administrator, or in writing to:

 

Portal Administrator

Stacey Mirinaviciene

PO BOX 193

144 Central Avenue

Keuka Park, NY 14478

 

Entire Agreement

 

This Agreement, including Roslyn Accounting Services and Payroll Preparation Inc’s privacy notice incorporated herein, constitutes the entire agreement between you and Roslyn Accounting Services and Payroll Preparation Inc 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.  This agreement is only able to be modified through Roslyn Accounting Services and Payroll Preparation Inc’s execution of a separate agreement, in writing.

 

Severability

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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.

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Waivers

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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.

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Successors and Assigns

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This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

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Assignment

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This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Roslyn Accounting Services and Payroll Preparation Inc without restriction.

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Relationship

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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 the Roslyn Accounting Services and Payroll Preparation Inc parties.

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Revision Date 6-16-16