Terms and Conditions
These Terms of Use (“Terms”) state the terms and conditions governing your use of and access to StegnerCPA.com and any materials and services provided therein (the “Website”), and constitute a legally binding contract between you and Aaron Stegner CPA, Ltd.
PLEASE REVIEW THESE TERMS CAREFULLY. YOUR ACCESS TO AND/OR USE OF THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF, AND CONSENT TO BE BOUND BY, THESE TERMS. IF YOU DO NOT ACCEPT AND CONSENT TO BE BOUND BY THESE TERMS, THEN YOU MUST NOT USE OR ACCESS THE WEBSITE.
We may change these Terms from time to time by posting revised Terms on the Website.
In the event of a conflict between these Terms and any engagement agreement fully executed by you and Firm (“Engagement Agreement”), the Engagement Agreement shall control.
By using the Website, you affirm that you have the legal capacity to enter into these Terms. If you are an individual accessing or using the Website on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Website and to any such Organization.
License and Ownership
Subject to and conditioned on your compliance with these Terms, Firm grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license to access and use the Website, as well as download content made available to you or your Organization.
The Website, including all content, information, and materials incorporated into the Website, are the exclusive property of Firm or its suppliers, and are protected by U.S. and international law. You agree not to access or use the Website, or any content, information, or materials incorporated into or made available through the Website, except as expressly permitted under these Terms.
All trademarks, service marks, and logos displayed on the Website (the “Marks”) are the exclusive property of Firm or their respective third party owners. Except for your right to view Marks on our Site, you are not granted any rights to the Marks. Nothing in the Website grant, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Website.
Prohibited Uses
In connection with your use of the Website, you agree NOT to:
1. Post, transmit or otherwise make available through or in connection with the Website any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
2. Insert or permit to be inserted, any malicious or harmful software into the Website, including but not limited to any software designed to (a) make unauthorized changes to or cause damage to the Website or Client Portal as defined below; (b) copy, provide unauthorized access to, or prevent authorized access to the Website; or (c) prevent detection of any unauthorized invasion of the Website (“Malware”).
3. Use the Website for any commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful.
4. Harvest or collect information about users of the Website.
5. Interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available, including by hacking or defacing any portion of the Website; or violate any requirement, procedure or policy of such servers or networks.
6. Restrict or inhibit any other person from using the Website.
7. Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Website except as expressly authorized herein.
8. Reverse engineer, decompile or disassemble any portion of the Website, except where such restriction is expressly prohibited by applicable law.
9. Remove any copyright, trademark or other proprietary rights notice from the Website.
10. Frame or mirror any portion of the Website, or otherwise incorporate any portion of the Website into any product or service.
11. Systematically download and store Website content, except for the use anticipated by the Client Portal.
12. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Website, without Firm’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, Firm grants to the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Firm reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
THIRD PARTY MATERIALS
The Website includes links to third party websites, content, services, or information (the “Client Portal”). Firm does not control, and is not responsible for, the Client Portal or the availability of the Client Portal. Your use of the Client Portal is subject to any Terms of Use or restrictions identified by the third party vendor, and is at your own risk.
INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Firm, and its affiliates, officers, directors, agents, and employees from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to your access to or use of, or activities in connection with, the Website, the Client Portal, or your violation or alleged violation of these Terms. You may not enter into a settlement of a claim that involves a resolution other than one consisting solely of a monetary settlement, without Firm’s prior written consent. This indemnity obligation shall survive the termination of this Agreement.
DISCLAIMER
THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, AND FIRM EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OR TRADE.
While we try to maintain the timeliness, integrity and security of the Website, we do not guarantee that the Website is or will remain updated, complete, correct or secure, or that access to the Website will be uninterrupted. The Website may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the Website.
LIMITATION OF LIABILITY
YOU AGREE FIRM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, OR LOSS OF SECURITY OF SUBMITTED MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMITTED MATERIALS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, YOU FURTHER AGREE FIRM WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE OR FROM ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY MALWARE OR ANY VIRUS, WORM, HACK, OR MALICIOUS SOFTWARE THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE WEBSITE IS TO STOP USING THE WEBSITE. YOU AGREE THE MAXIMUM AGGREGATE LIABILITY OF FIRM FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE $100.
Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
TERMINATION
Firm may terminate or suspend your access to the Website at any time, with or without cause or notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, (1) your right to access and use the Website will immediately cease; (2) Firm may immediately deactivate or delete your user name, password and account; (3) Firm will be under no obligation to maintain or provide you with access to any materialsassociated with your account (including Submitted Materials), and may retain or delete such materials in Firm’s sole discretion; and (4) except for the license granted to you to access and use the Website, the remaining provisions of these Terms will survive and continue in effect.
GOVERNING LAW
These Terms are governed by, and will be construed in accordance with, the laws of the State of Minnesota. Any conflict regarding these terms will be settled in the state and federal courts in Crow Wing County, Minnesota.
GENERAL
These Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or client relationship between you and Firm. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.” Notices to you (including notices of changes to these Terms) may be made via posting to the Website or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Firm will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
ACCOUNT AND PASSWORD
You may need to register for an account to use all or portions of the Website and/or Client Portal. We may reject, or require that you change, any username, password or other information that you provide to us in registering.
Firm is entitled to assume that anyone logging into your account using your username and password is either you or someone logging in with your permission. If you fail to keep your username and password confidential, or if you share your username and password with someone else (whether intentionally or unintentionally), you accept full responsibility for the consequences of this.
You are responsible for the security of, and any use or misuse of, your username or password. It is your sole responsibility to (1) maintain the confidentiality of your account login and password; (2) frequently update and revise your password; and (3) promptly notify Firm if there is any unauthorized use of your account(s) or any breach of security. If you fail to keep your username and password confidential, or if you share your username and password with someone else (whether intentionally or unintentionally), you accept full responsibility for the consequences of this.
Contact Us
If you have any questions or complaints about the Terms or if you would like to update any personal information you have provided to us, please contact the Firm at Aaron@StegnerCPA.com.
