Rights to Use Berdon Portal
Berdon grants You a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Berdon Portal as part of the services being provided to You by Berdon. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Berdon 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 Berdon Portal or any part thereof. Except as expressly provided herein, unless Berdon has given You specific written permission to do so, You may not assign (or grant a sub-license of) Your rights to use the Berdon Portal, grant a security interest in or over Your rights to use the Berdon Portal, or otherwise transfer any part of Your rights to use the Berdon Portal. Notwithstanding the foregoing, You are granted limited administrative rights to provide access to the Berdon Portal in your reasonable discretion to those parties who would reasonably need to access information located on the Berdon Portal, or who could upload Your information and documents (such as tax documents and other financial papers, collectively “Your Documents”) onto the Berdon Portal for You to access, that would assist You in utilizing the services provided by the Berdon Portal in the ordinary course of Your business.
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, with notice to You. You are responsible for declining the then current version of the Agreement and policies in effect at all times. By using the Berdon Portal, and by not exercising Your option to Decline, You agree to be bound by any such modifications and should therefore, upon Berdon’s notification to You of any such modifications, periodically visit this page and the Berdon 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 the 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 Berdon Portal, its contents or this Agreement as it may be revised, You agree that Your sole and exclusive remedy is to discontinue using the Portal. You may notify Berdon via email@example.com if You no longer wish to use the Berdon Portal.
You agree that Berdon may terminate this Agreement, for any reason at our sole discretion, at any time, by providing You 7 days advance notice, and that Berdon reserves the right to change, suspend, or discontinue all or any aspects of the Berdon Portal, for any reason at our sole discretion, at any time, by providing You 7 days advance notice. Although at times there may be no access fees associated with the Berdon Portal, if there is a time when Berdon and You have agreed to access fees, You are personally liable for any charges that You incur prior to any termination, change, suspension or discontinuation of this Agreement or the Berdon 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 Berdon Portal.
- You will not make illegal use of the Berdon Portal or use it for purposes which are illegal.
- You will not interfere with anyone else who is a user of the Berdon 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, delete, obscure, or alter any notice of any logo, trademark, copyright, or other intellectual property or proprietary right designation appearing on or contained within the Portal.
- You will not use any logo, trademark, copyright, 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 Berdon Portal by any means other than the interface that is provided by Berdon.
- You will not copy, modify, translate, adapt or otherwise create derivative works or improvements, whether or not copyrightable or patentable or otherwise protected, of the Berdon Portal.
- You will not remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Berdon Portal.
You agree and understand that You are responsible for maintaining the confidentiality of passwords associated with any account You use to access the Berdon Portal. Accordingly, You agree that You are solely responsible to Berdon for all activities that occur under Your account. If You become aware of any unauthorized use of Your password on the Berdon Portal or Your account, You agree to notify Berdon immediately at firstname.lastname@example.org.
CCH ProSystem fx Master Software License Agreement
You are hereby notified that in connection with providing access to the Berdon Portal and services related thereto, Berdon has entered into a Software License Agreement with CCH Incorporated, a Wolters Kluwer business (“CCH”), a copy of which is located here:
You hereby agree that You shall thoroughly and completely review the terms of the CCH Software License Agreement, and that You shall use commercially reasonable efforts to ensure that Your use of the Berdon Portal will not cause or result in any violation of You as “Client” or Berdon as “Customer” under the terms of the CCH Software 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 Services 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 Services for any reason, including without limitation 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.
The content on the Berdon 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 Berdon, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Berdon Portal is provided to You for Your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded or printed or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Berdon reserves all rights not expressly granted in and to the Berdon 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 receive written permission from Berdon to download or print a copy of the Content for personal use, upon doing so 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 Berdon Portal or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Berdon Portal or the Content therein.
Copyright and Trademark Policies
It is Berdon 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 terminate the accounts of repeat infringers.
You may upload Your Documents to the Berdon Portal. Your Documents shall remain on the Berdon Portal until (a) purged by Berdon one year after the documents were uploaded or (b) removal by You of Your Documents by You retain all intellectual property rights in Your Documents. Berdon has no control over and assumes no responsibility for Your Documents, which You are uploading at Your own risk.
Warranty Disclaimers and Limitation of Liability
Except as specifically set forth in this Agreement, Berdon 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 Berdon Portal. You agree that use of the Berdon Portal is at Your sole risk. The Berdon Portal is provided on an “as is” and “as available” basis.
Neither Berdon 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 Berdon Portal site will be uninterrupted or error-free.
Under no circumstances shall Berdon 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 Berdon Portal site, or any web site linked to the Berdon Portal site, including but not limited to reliance by You on any information obtained from the Berdon 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 or other intangible loss suffered .
The Berdon Portal utilizes industry accepted security systems in an attempt to eliminate unauthorized access to private information. By using the Berdon Portal, You expressly agree to not hold Berdon or its Associates 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 Berdon has been advised of or should have knowledge of the possibility of such damages.
You agree to defend, indemnify and hold harmless Berdon and any of its Associates from and against any and all claims, damages, obligations, losses, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or debt, and expenses of any kind (including but not limited to attorney’s fees and costs and experts’ fees and costs) arising from: (i) Your use of and access to the Berdon Portal; (ii) Your violation of any term of this Agreement; or (iii) Your violation of 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 Berdon Portal.
All Notices by us to you shall be by email to the email address listed as Your Portal Administrator.
All notices by You to us shall be by email to email@example.com or in writing to:
360 Madison Avenue
New York, NY 10017
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 Berdon 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).
Choice of Law and Forum
This License Agreement, its interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by the law of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in New York, New York. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
Limitation of Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Wayne K. Berkowitz, CPA, J.D., LL.M. and Sunday L. Vanderver, J.D., LL.M. 4.10.19 | Client Alert The New York State Assembly and New York State Senate passed the Budget Bill […]
Jack Pulvirenti, CPA 03.27.19 | Berdon Industry Insights The Bisnow New York 2019 Hotel Summit, held in January at the New York Marriott Downtown, gave attendees a peek into the […]
State and Local Tax Team 03.27.19 | Berdon Industry Insights How New York City (NYC) treats banquet/rooms for hotel occupancy tax purposes has been briefly covered in the Primer on […]