Agreement between member-user and The Ohio Society of CPAs
* You must read and agree to these terms of service before proceeding
The Ohio Society of CPAs Web site and its applications are offered on certain terms by The Ohio Society of CPAs (the "Society") to you as a Member (which, for purposes of this Agreement, includes an Affiliate) of the Society ("Member"). Your use of the Web site features, which you are about to access through the Society's Web site, is subject to your unconditional acceptance of the terms of this Agreement. Your use, now and each time in the future, constitutes your continued agreement to the terms of permitted use of all of the Web site’s applications under this Agreement. For purposes of this Agreement, you understand that the term "applications" shall mean any and all of the services in any manner related to or provided through the Society’s Web site, including, without limitation, live discussion forums, e-mail, chat rooms, listservs, bulletin boards, instant messaging, calendars, Web site hosting, any and all communication facilities, and any method of exchanging information therein.
As a condition of using the applications, Member agrees to the terms set forth below.
USE OF WEB SITE APPLICATIONS
Member agrees, represents, and warrants that it shall use the applications for lawful purposes only. Member agrees, represents, and warrants to the Society that, in connection with the use of any and/or all applications, Member will not engage in any unlawful conduct or communication or otherwise engage in any conduct or communication prohibited by the terms of this Agreement.
By way of illustration, and not limitation, Member agrees, represents, and warrants to the Society as follows:
Member shall not use the Web site applications in any manner that would violate or infringe upon the rights of others, or would be unlawful, conspiring, threatening, abusive, harassing, fraudulent, libelous, defamatory, invasive of public or private rights, vulgar, obscene, indecent, or otherwise objectionable, or encourages conduct that would constitute a criminal offense, give rise to a civil liability or violate any other law, including, without limitation, state and federal antitrust laws. With respect to antitrust laws, messages shall not be posted if they encourage or facilitate members to arrive at any agreement, which either expressly or impliedly leads to price fixing, a boycott of another's business, or other conduct that is intended to illegally restrict free trade. By way of illustration, and not limitation, messages that discuss, encourage or facilitate an agreement about the following subjects are inappropriate and prohibited: prices, discounts, or terms or conditions of sale; salaries; profits, profit margins or cost data; market shares, sales territories, or markets; allocation of customers or territories; or selection, rejection or termination of customers or suppliers.
Member shall not use the Web site applications in any manner that would violate or infringe upon any common law or statutory rights of any third party, including, without limitation, any intellectual property rights (including. without limitation any copyright or trade secret rights), or any contractual rights; violate the right of privacy or publicity; or constitute the invasion or infringement of any other personal property right, of any third person, firm, corporation, or other entity.
Member shall not upload files that contain viruses, corrupted files, or any other software, programs, or materials that may damage the operation of another's computer. Member further agrees that any material downloaded or otherwise obtained through the use of the Web site applications is done at Member's own discretion and risk and that Member will be solely responsible for any damage to Member's computer system or loss of data that results from the download of such material and/or data.
If required for the use of any portion of the applications, Member shall choose a username and/or password. Member shall bear the sole responsibility for maintaining the confidentiality of his/her username and/or password. Member shall bear the sole responsibility for any and all activities that occur under his/her username and/or password. Member agrees to notify the Society immediately of any unauthorized use of his/her username and/or password.
Member shall not use the e-mail service provided by the Society for the sending of surveys, contests, pyramid schemes, chain letters, junk e-mail, spam, and/or duplicative or unsolicited messages, commercial or otherwise. Member shall also not advertise, or offer to buy or sell any goods or services, for any commercial purpose, restrict or inhibit any other user from using the applications, harvest or otherwise collect information about other members, including e-mail addresses, or create a false identity within the applications for the purpose of misleading others.
STORAGE SPACE LIMITATIONS AND SPAM
The amount of storage space available to each Member within the e-mail system is limited. Some messages may not be processed due to space constraints or outbound message limitations. Member agrees that the Society is not responsible or liable for the deletion of or failure to store any message or other information.
The Society will immediately terminate the e-mail account of any Member it believes, in its sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk e-mail. Member agrees that actual damages to the Society from Member’s transmission of spam or other bulk e-mail may be difficult to quantify. To the extent they can be determined Member agrees to pay the Society actual damages. If such actual damages cannot be reasonably determined, Member agrees to pay the Society liquidated damages of five dollars ($5.00) for each piece of spam or unsolicited bulk e-mail transmitted from or otherwise connected with Member’s e-mail account through the Society’s Web site.
Member acknowledges that the Society’s Web site is a public, and not a private, communications method. Member further authorizes and acknowledges that the Society may, but is not required to monitor the Member's use of the applications for any purpose. Member further acknowledges that the content of communications by Members through the Society’s Web site is not endorsed or approved by the Society. The Society reserves the right to remove, in its sole discretion and for any reason and without notice, any contents of the communications received from Members, including, without limitation, bulletin board postings.
Member hereby agrees to indemnify and hold harmless the Society, its agents, employees, successors, and assigns from and against any and all liability, actions, demands, losses, damages (including, without limitation, direct, indirect, actual, general, incidental, special, lost profits, or consequential), injuries, costs, expenses (including attorney fees and court costs), or claims of any and every kind whatsoever, paid, incurred, or suffered by, or asserted against, the Society, its agents, employees, successors, and assigns, arising out of, or associated in any manner with Member's violation of any term of this Agreement or Member's use or misuse of the Web site applications due to Member's inadvertence, negligence, gross negligence, recklessness, intentional actions, or any breach whatsoever of any term of this Agreement, and shall reimburse and fully pay the Society for any such loss and expenses. If requested by the Society, Member shall assume, without expense or cost to the Society, its agents, employees, successors, and assigns, the defense of any such claims or actions.
DISCLAIMER OF WARRANTIES
The Society’s Web site and its applications are provided as a service, and intended to be a useful tool for the Member. Any opinions and advice circulated through the applications are those of the person posting the message and not of the Society. Members are responsible for conducting appropriate research to determine the accuracy of the information provided, and no Member may rely on any such information obtained through the Member's use of the applications. THE SOCIETY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR CORRECTNESS OF ANY INFORMATION PROVIDED THROUGH THE APPLICATIONS AND ACCEPTS NO LIABILITY FOR DAMAGES OF ANY KIND RESULTING FROM RELIANCE ON THE INFORMATION PROVIDED THROUGH ANY FEATURE OF THE APPLICATIONS.
MEMBER USES THE WEB SITE AND ITS APPLICATIONS AT HIS/HER OWN RISK AND ACKNOWLEDGES THAT THEY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH NO REPRESENTATIONS OF ANY KIND BY THE SOCIETY THAT THE WEB SITE APPLICATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR RELIABLE.
THE SOCIETY MAKES NO REPRESENTATION OR ENDORSEMENT WITH RESPECT TO ANY OTHER WEB SITE WHICH IS OPERATED BY THIRD PARTIES AND WHICH MAY BE ACCESSIBLE BY HYPERLINK THROUGH THE SOCIETY’S WEB SITE AND IS NOT RESPONSIBLE FOR THE CONTENT OF SUCH OTHER WEB SITES.
THE SOCIETY MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT, WITH RESPECT TO THE WEB SITE APPLICATIONS, ITS USE, OPERATION, OR SUPPORT, OR IN ANY OTHER REGARD.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE SOCIETY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, LOST PROFITS, OR CONSEQUENTIAL DAMAGES RELATING IN ANY MANNER TO THE APPLICATIONS, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF MEMBER'S COMMUNICATIONS, OR OTHER MATERIALS, EVEN IF THE SOCIETY HAS BEEN ADVISED OF THE POTENTIAL FOR SUCH DAMAGES.
BY USING THE WEB SITE APPLICATIONS AND AGREEING TO THE TERMS OF THIS AGREEMENT, MEMBER UNDERSTANDS THAT MEMBER WAIVES ANY AND ALL RIGHTS MEMBER MIGHT HAVE AGAINST THE SOCIETY AND ANY OF ITS AGENTS, OFFICERS, MEMBERS, EMPLOYEES, SUCCESSORS, AND ASSIGNS, ARISING OUT OF USE OF THE APPLICATIONS AND/OR RELIANCE UPON THE INFORMATION OBTAINED THROUGH THE APPLICATIONS.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights with respect to the Web site applications created by the Society, whether such rights now exist or may hereafter come into existence, are reserved to the Society. Member has no right to make any copies of any portion of the applications, combine any portion of the applications with any other material or make derivative works thereof, in whole or in part, or to sell, transfer, assign, transmit, distribute, download, or otherwise convey any portion of the applications or any derivatives thereof, permit anyone to use, alter, or modify in any way any portion of the applications or any derivative works thereof. The Society retains any and all rights it may have or which may hereafter come into existence, to its know-how, development tools, navigational tools, techniques, practices, and creative procedures that the Society generally uses in the course of providing similar types of services to other Members. The Society also retains all rights it may have to any preexisting works, including, but not limited to, any proprietary software which the Society or third party used to prepare any deliverables for Member.
SOFTWARE AVAILABLE THROUGH THE APPLICATIONS
Software (if any) that is made available for downloading from the Society’s Web site ("Software") is the copyrighted work of the Society and/or its suppliers. Member's use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). Member may not install or use any Software that is accompanied by or includes a License Agreement unless Member first agrees to the License Agreement terms. For any Software not accompanied by a License Agreement, the Society hereby grants to Member, the user, a personal, nontransferable license to use the Software for viewing and otherwise using the applications in accordance with these terms and conditions, and for no other purpose. All Software, including, without limitation, all HTML code and Active X controls contained in the Society’s Web site and its applications, is owned by the Society and/or its suppliers, and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
Member acknowledges that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. Member agrees not to export or re-export the Software, directly or indirectly, to any countries that are subject to USA export restrictions.
NO OTHER RELATIONSHIP
Member agrees that no joint venture, partnership, employment or agency relationship exists between Member and the Society as a result of this Agreement or use of the Society’s Web site and its applications.
The Society reserves the right to change, at any time, the terms and conditions pursuant to which the Society’s Web site and its applications is offered.
The Society, for no reason or any reason, including, without limitation, Member's violation of any provision of this Agreement, may immediately, and without notice to Member, terminate Member's ability to access and use the Society’s Web site and its applications. The terms of this Agreement shall survive the period during which Member has access to the Society’s Web site and its applications.
This Agreement is governed by the laws of the State of Ohio. Member consents to the exclusive jurisdiction and venue of courts in Ohio in all disputes arising out of this Agreement or any other use of the Society’s Web site and its applications. A printed version of this Agreement shall be admissible in judicial or administrative proceedings regarding this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.
If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
This Agreement constitutes the entire agreement between Member and the Society concerning the subject matter hereof. The Society reserves the right to amend this Agreement at any time, and the continued use by Member of the Society’s Web site and its applications constitutes such Member's acceptance of the terms of such amendments. Any waiver of a term or provision of this Agreement shall have no effect unless made in writing between the Society and a Member.