UCPAA Terms of Service

Last Revised: June, 15, 2019

1. TERMS OF SERVICE (Agreement) ACCEPTANCE

Welcome to UCPAA, Inc. d/b/a/ The United CPA Association (“UCPAA,” the “Company,” “we,” “us,” or “our”). The Company offers a membership program (“Membership Program” or “UCPAA Membership Program”), and directory for accounting firms, and other general information (collectively, the “Service(s)”) through its website, located at ucpaa.org (the “Website”). Your use of the Service (including any of the Membership Program, directory, content or any services offered) is subject to these Terms of Service (“Agreement”).

We may modify this Agreement at any time without notice to you by posting a revised Agreement on our Website. You can review the most current version of the Agreement here, at any time.

Your use of the Service constitutes your binding acceptance of the Agreement, including any modifications that we make. This Agreement will constitute a binding and enforceable agreement between you (individually and/or in your individual capacity as an employee, officer, agent, partner, etc. of each organization you represent in connection with any use of the Service) and UCPAA. By using the Website or any Services, you acknowledge and agree that you have fully read and that you agree to be bound by the provisions of this Agreement. If you do not agree to be bound by this Agreement in its entirety, then you must immediately stop using the Website and all Services. This Agreement is binding on you by your use of the Website or Services, regardless of whether or not you choose to register for an Account (as defined below).

Where you use the Service in the course of your employment or business, you enter into this Agreement both on your own behalf and in your individual capacity as an employee, officer, agent, partner, etc., of such organization that you represent, and references in this Agreement to “user(s)” or “you” shall mean both you (i) as the user of accounting services through the use of the Services via the Website, and/or (ii) in a capacity as representative of an accounting organization or firm listed on the Website.

2. DESCRIPTION OF SERVICE

The Service currently provides users with access to a collection of content and services, including information about accounting firms, the Company’s Membership Program, marketing information, and marketing services. You also understand and agree that the Service may include advertisements and that these advertisements are necessary for UCPAA to provide the Service. In addition, the Service may include certain communications from UCPAA, such as service announcements, and administrative messages, and that these communications are considered part of the Services and you may not be able to opt out of receiving them.

You understand and agree that the Service is provided “AS-IS” and that UCPAA assumes no responsibility for the timeliness, accuracy, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any or no reason, without giving you any prior notice:

a. Restrict, suspend or terminate your access to all or any part of the Service, including any Account;

b. Change, suspend or discontinue all or any part of the Service;

c. Refuse, move or remove any material or Content that you submit to the Service for any reason;

d. Refuse, move, remove, or refuse to remove any Content that is available on the Service;

e. Deactivate or delete your Account and all related information and files in your Account;

f. Establish general practices and limits concerning use of the Service.

You agree that we will not be liable to you or any third party for taking any of these actions.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree that should you register an Account or registered with the Website to claim an Account, as defined below, then you shall: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or UCPAA has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, UCPAA has the right to suspend or terminate your Account or access to your Account and refuse any and all current or future use of the Service (or any portion thereof).

4. UCPAA PRIVACY POLICY

Registration Data, payment information, and certain other information about you is subject to our Privacy Policy. For more information, see our full Privacy Policy, located at: ucpaa.org/privacy-policy. The Privacy Policy is incorporated into and made an integral part of this Agreement.

5. ACCOUNTS, FEEDBACK, CONTENT

Every accounting firm may have an account on the Website (an “Account”), which you may create, edit, access and/or update via the Website, without charge. In addition, we may create an Account from publicly available information and make it available on the Website via our directory. Should we create an Account on the Website, displaying information about your accounting firm or an accounting firm you are associated with, then you are free to claim the Account via the Website, although you have no obligation to do so. In order to claim or edit an Account on the Website, you will be required to register on the Website.

After you create an Account, you will create a password that will be associated with your Account and you will be responsible for maintaining the confidentiality of the password and Account and are fully responsible for all activities that occur under your password or Account. You agree to (a) immediately notify UCPAA of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. UCPAA cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

Accounts listed in our directory contains publicly available descriptions of an accounting firm’s services and may include their name, logo, descriptions, and photographs, and other publicly available information about the accounting firm.

Upon claiming a listing, you may be required to provide/upload identifying information about you and the business listing you are claiming. When you provide the requested information, it will be reviewed manually by the Company. Upon the Company’s verification and approval of the identifying information, the Company will provide access to functions such as modifying certain data points, responding to reviews, adding supporting images.

Should you add to or edit an Account, you will ensure that the Content you contribute complies with this Agreement. In addition, you agree that you will only add to or edit an Account with proper authorization, and you will not add to or edit any information pertaining to, or existing on, any Account to which you are not authorized to access.

Initially, all Accounts displayed on the Website shall be publicly displayed with the phrase, “This Firm is NOT registered with the United CPA Association.” This phrase may be removed through joining and maintaining compliance with the Company’s Membership Program, as described below.

The Company may immediately remove or suspend your Account and/or your ability to access your Account, at any time, and for any reason, which shall include, but is not limited to, the following reasons:

Claiming an Account or editing an Account without proper authorization;
Providing or submitting false or inaccurate information for any Account; and/or
Harassing any Website user or any employee or agent of the Company.

You acknowledge, consent and agree that UCPAA may access, preserve, and disclose your Account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of UCPAA, its users and the public.

B. Feedback

As used in this Section, “Content” shall mean text, images, photos, audio, video, location data, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Website, such as ratings, reviews, messages, and information that you submit or display to or through the Website.

You may provide feedback relating to an accounting firm on the Website. You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by the Company.

You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Website and any Other Media the right to access Your Content in connection with their use of the Website and any Other Media. Finally, you irrevocably waive, and cause to be waived, against the Company and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.

UCPAA may also gather reviews for accounting firms from other sources and locations on the Internet and publicly display any such review on the appropriate Account on the Website. UCPAA makes no warranty or guarantee that any review for any Account will be accurate or truthful.

Should a review or any Content be submitted by a Website user, or displayed by the Company on an Account, an Account owner may dispute and/or respond to any such review on the Website as long as the Account has been claimed by the disputing or responding individual. You may dispute the review or Content by contacting the Company at [email protected] You may respond to the review or Content as provided on the Website. However, in no case does UCPAA have any obligation to remove or revise any review or feedback that is made available by, on, or through the Website as it may pertain to any Account.

C. Website and Content Ownership

As between you and UCPAA, you own Your Content. We own the Website Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Website excluding Your Content. “Website Content” means Content that we create and make available in connection with the Website and includes all of the Content that is made available in connection with the Website, except for Your Content.

We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world associated with the Website Content and the Website, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Website Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Website and the Website Content are retained by us.

6. USER CONDUCT

You understand that you are solely responsible for Your Content. This means that you, and not UCPAA, are entirely responsible for all of Your Content that you upload, post, email, transmit or otherwise make available via the Website. UCPAA does not control Your Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of Your Content. Under no circumstances will UCPAA be liable in any way for any Content, including, but not limited to Your Content, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.

You agree to not use the Service to:

a. Publish, post, upload, email, distribute, disseminate or otherwise make available (collectively, “Transmit”) any unlawful, infringing, harmful, threatening, abusive, inappropriate, harassing, tortious, defamatory, vulgar, obscene, indecent, defamatory, libelous, invasive of another’s privacy, profane, hateful, or racially, ethnically or otherwise objectionable Content;

b. Transmit any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

c. Transmit files that contain viruses, corrupted files, or any other similar software or any other computer code, files or programs that may damage, interrupt, destroy, limit the functionality or adversely affect the operation of another person’s computer, our Website, any software or hardware, or telecommunications equipment;

d. Transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” contests or any other form of solicitation, except in those areas that are designated for such purpose;

e. Defame, abuse, harass, stalk, threaten or otherwise violate the legal right of others;
f. Harm minors in any way;

g. Impersonate any person or entity, including, but not limited to, a UCPAA representative or falsely state or otherwise misrepresent your affiliation with a person or entity;

h. Forge or manipulate data in order to disguise the origin of any Content transmitted through the Service or to manipulate your presence on our Website;

i. Download any file that you know or reasonably should know, cannot be legally obtained in such manner;

j. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;

k. Restrict or inhibit any other user from using and enjoying any public area within our Website;

l. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

m. Take any action that imposes an unreasonably or disproportionately large load on our infrastructure; or

n. Intentionally or unintentionally violate any applicable local, state, national or international law or engage in any illegal activities;

You acknowledge that UCPAA may or may not pre-screen Content, but that UCPAA and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, UCPAA and its designees shall have the right to remove any Content that violates the Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by UCPAA or submitted to UCPAA.

You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected and use of these materials is subject to usage rules set by UCPAA and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

7. MEMBERSHIP PROGRAM

The Company currently offers a Membership Program for accounting firms through the Website. Being accepted into the UCPAA Membership Program is not guaranteed to any entity or individual. Memberships may be approved, denied, or revoked, at any time, and for any reason in UCPAA’s sole discretion.

By claiming your listing, you are entering into a membership with the UCPAA. The UCPAA Membership Program is currently offered for free. However, UCPAA may choose to charge a fee for enrollment into the Membership Program in the future. Should the UCPAA decide to begin charging a fee for enrollment into the UCPAA Membership Program, all firms which are already enrolled in the Membership Program shall be provided a 30 day notification by email, in which case they will be given the option to remain enrolled in the Membership Program by providing payment by credit card, in accordance with the terms of this agreement. If they do not provide payment, their enrollment in the Membership Program may be cancelled. In the event that UCPAA begins charging for enrollment into the Membership Program, UCPAA will disclose the applicable payment options at the time you place your order for the Membership Program. You shall select a payment method to pay UCPAA for orders you place from the Website. UCPAA or UCPAA’s billing agent may charge your payment method for all amounts due to UCPAA without additional notice or consent unless otherwise required by law. Except for taxes based on UCPAA’s net income, if any authority imposes a tax, duty, levy, or fee upon your use of or orders for the Membership Program, you shall pay that amount as specified. You are also responsible for paying all administrative fees associated with the Services and any transactions you entered into in connection with the Services.

If UCPAA does not receive payment from your credit card issuer or other payment method, upon demand you shall pay all overdue amounts by other means acceptable to UCPAA. If you believe that a billing discrepancy has occurred, unless you notify UCPAA in writing within 60 days after the date on which that discrepancy first appeared on your credit card account statement or invoice, as applicable, you waive your right to claim that discrepancy.

Should you choose to participate in the Membership Program, you agree to pay all applicable fees (if any) when due. As described in the Privacy Policy, the processing of your payment information is done by a third-party payment vendor, and you may be routed to a secure payment flow controlled by that vendor to complete the payment transaction. Once your payment transaction is completed, a confirmation page will be displayed, and you will receive a confirmation email. Please retain this email for your records as this information will be required if you seek a refund as described below.

When you register for the Membership Program, you agree to all the terms and conditions enumerated below. All of the following terms and conditions apply to you as a member of the UCPAA Membership Program:

  1. As part of the Membership Program enrollment, you shall agree with the following:
    1. All participants in the Membership Program must demonstrate a history of outstanding ethics, as well as a firm commitment to uphold the core values of the UCPAA, including integrity, service, value and expertise and transparency, and
    2. All participants in the Membership Program must verify the following information with the Company as part of their Account: years in business, number of employees, annual revenue, business location, office size, and correct contact information. This information will be made publicly available as part of the Account.
  2. Immediately upon registration with the UCPAA Membership Program, you will be licensed to publish and announce that you are a member of the UCPAA. In addition, you will be able to display the membership mark on your website. However, in all cases, the membership mark displayed on your website must contain a hyperlink back to your Account on the Website. Failure to comply with this obligation may cause immediate termination of your Membership Program participation.
  3. Following your enrollment in the Membership Program, and during the term that you are a member, the phrase “This Firm is NOT registered with the United CPA Association” shall be removed from your Account, you shall receive improved search results in the Company’s directory on the Website, and your Membership with the United CPA Association shall be displayed on your Account on the Website. However, you understand and agree that the Company utilizes a number of factors, including geographic location, to display accounting firms in its directory on the Website. Accordingly, the Company does not and will not warrant or guarantee that you receive any particular search ranking or results as a result of your participation in the Membership Program. Additionally, you acknowledge that more than one accounting firm may be enrolled in the Membership Program in any geographic area – as such, there is no guarantee of exclusivity or that you shall achieve any particular results or profits as a result of your participation in the Membership Program.
  4. The initial Membership period shall last for twelve (12) months. Each annual Membership period shall renew automatically unless (i) early terminated (case of termination of Membership) by either You or us, or (ii) expressly non-renewed (case of expiration of Membership) by you or by us or.
  5. If you do not cancel your Membership prior to the expiration of your paid licensing period, your license to use the Membership seal will automatically renew for an additional 12-month period at the end of the initial 12 month or any subsequent 12-month license period. Upon Automatic renewal, you agree to continue complying with the terms of this agreement and to pay the applicable Membership fees (if any). Your license expires on the day a license period ends without your having paid any fees required to continue your Membership. Membership Program fees (if any) may be changed or increased at any time with or without notice to you.
  6. In the event you fail to comply with any provisions of this Agreement, the Company may revoke your license for the Membership Program as provided for herein, or if you fail to renew your Membership, your license to use the Membership seal will be immediately revoked and you shall immediately discontinue using the Membership seal on your website or on any other marketing materials of yours, destroy any business cards or other printed materials displaying the membership seal, and cease claiming to be a member of the UCPAA.
  7. G. You agree that the Company may revoke your membership for any reason, or no reason, at any time. In addition, the Company may revoke your membership in the following events :
    1. Are convicted of a felony;
    2. Are convicted of any state or federal crime; and/or
    3. Display a pattern of unethical, illegal, or immoral behavior that reflects negatively on the United CPA Association.
  8. In the event that the Company revokes your Membership, the Company will e-mail notification to the e-mail address you have provided. Your license to display the Membership seal on your website and marketing materials shall expire immediately upon the Company’s provision of notice to you, whether or not you receive the e-mail message.
  9. You agree that the official mode of communication regarding the status as member is e-mail. You agree to keep your e-mail address current with the Company.
  10. You acknowledge the Company’s sole ownership of the Membership Program, and all associated goodwill, and that the Company retains all right, title, and interest in and to the Membership Program. You will not use your membership in any manner that will diminish or otherwise damage our goodwill. The Company shall have the sole right to, and in its sole discretion may control any action concerning the display of your membership with the United CPA Association.
  11. In addition, the Company may remove or revoke any Membership, at any time for any reason or no reason. In addition, all other benefits associated with the Membership Program shall be removed.
8. NO RELATIONSHIP

Should you or any user decide to retain or engage any accounting firm to provide any services then you do so at your own risk. Company shall have no involvement or no liability for your choice to engage or retain any accounting firm regardless of whether your decision to do so was based upon information from the Website. All communications between you and any accounting firm with the exception of your use of any contact form on the website are confidential to you and Company shall not be a part or party to any such communications or professional relationship. Company has no liability and will not accept responsibly for any payments due between you and any accounting firm.

9. NO ADVICE AND ACCURACY

The Service and all Content are provided for general informational purposes only. Any information contained in the Content or this Service should not be construed as advice and is not intended to be a substitute for advice, research, or counsel on any subject matter, including accounting, tax, or financial advice from a professional accountant. No recipient of Content from the Service should act or refrain from acting on the basis of any Content included in, or accessible through, the Service or Website without seeking the appropriate professional advice on the particular facts and circumstances at issue.

Presentation of the information via the Internet is not intended to create, and receipt does not constitute, an accountant-client relationship. Website users are advised not to act upon this information without performing reasonable due diligence outside of the website.

Any U.S. federal tax advice contained in this Website is not intended to be used for the purpose of avoiding penalties under U.S. federal tax law.

In addition, while we use reasonable efforts to furnish accurate and up-to-date information, we do not warrant that any information contained in or made available through the Website is accurate, complete, reliable, current or error-free. We assume no liability or responsibility for any errors or omissions in the content of this Website

10. INDEMNITY

YOU AGREE TO INDEMNIFY AND HOLD UCPAA, AND ITS SUBSIDIARIES, AFFILIATES, EMPLOYEES, INFORMATION PROVIDERS, PARTNERS, LICENSORS, AGENTS, CO-BRANDERS, OFFICERS, DIRECTORS, OWNERS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR CONTENT, INCLUDING CONTENT YOU POST, TRANSMIT OR MAKE AVAILABLE THROUGH THE SERVICE, YOUR USE OF THE SERVICE, YOUR CONNECTION TO THE SERVICE, YOUR VIOLATION OF THE AGREEMENT, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER.

11. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

12. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that UCPAA may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days Content will be retained by the Service, the maximum disk space that will be allotted on UCPAA’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that UCPAA has no responsibility or liability for the deletion or failure to store any communications or other Content maintained or transmitted by the Service. You acknowledge that UCPAA reserves the right remove Accounts that are inactive for an extended period of time. You further acknowledge that UCPAA reserves the right to modify these general practices and limits from time to time.

13. MODIFICATIONS TO SERVICE

UCPAA reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that UCPAA shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

14. TERMINATION

You agree that UCPAA may, under certain circumstances and without prior notice, immediately terminate your Account and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of inactivity. Termination of your Account includes (a) removal of access to all offerings within the Service, (b) deletion of your password and all related Account information, files and content associated with or inside your Account (or any part thereof), and (c) barring further use of the Service. Further, you agree that all terminations for cause shall be made in UCPAA’s sole discretion and that UCPAA shall not be liable to you or any third-party for any termination of your Account, any associated email address, or access to the Service.

15. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that UCPAA shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service and that any presence of the Service does not constitute endorsement of any third party by Company.

16. LINKS

The Service may provide, or third parties may provide, links to other third party sites or resources. Your use of each of those sites is subject to the conditions, if any, that each of those sites has posted. Because UCPAA has no control over such sites and resources, you acknowledge and agree that UCPAA is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that UCPAA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

17. UCPAA’S PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by UCPAA or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

UCPAA grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by UCPAA for use in accessing the Service.

18. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UCPAA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE AND NON-INFRINGEMENT.

b. UCPAA MAKES NO WARRANTY THAT (i) THE SERVICE OR THE MEMBERSHIP PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR THE MEMBERSHIP PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE MEMBERSHIP PROGRAM WILL BE ACCURATE OR RELIABLE, (iv) YOUR USE OF THE SERVICES OR THE MEMBERSHIP PROGRAM WILL RESULT IN ANY AMOUNT OF BUSINESS, REVENUE, PROFIT, OR OTHERWISE (v) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (vi) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UCPAA OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

e. ANY INFORMATION PERTAINING TO, OR REFERENCE OBTAINED FROM, THIS WEBSITE OR SERVICES TO A SPECIFIC ACCOUNTING FIRM, INDIVIDUAL, ENTITY, PRODUCT, PROCESS, OR SERVICE DOES NOT CONSTITUTE OR IMPLY AN ENDORSEMENT BY THE COMPANY OF THE ACCOUNTING FIRM, INDIVIDUAL, ENTITY, PRODUCT, PROCESS, OR SERVICE, OR ITS PRODUCER OR PROVIDER.

19. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UCPAA SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF UCPAA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

UNDER NO CIRCUMSTANCES SHALL UCPAA’S AGGREGATE LIABILITY YOU UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID TO BY YOU TO UCPAA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO YOUR CLAIM FOR ANY DAMAGES.

20. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

21. NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

22. NOTICE

UCPAA may provide you with notices, including those regarding changes to the Agreement, by either e-mail, regular mail, or postings on the Service.

23. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

UCPAA respects the intellectual property of others, and we ask our users to do the same. UCPAA may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide UCPAA’s Copyright Agent the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. A description of the copyrighted work or other intellectual property that you claim has been infringed;

3. A description of where the material that you claim is infringing is located on the Website;

4. Your address, telephone number, and e-mail address;

5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

UCPAA’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

[email protected]

24. GENERAL INFORMATION

Entire Agreement

The Agreement constitutes the entire agreement between you and UCPAA and govern your use of the Service, superseding any prior agreements between you and UCPAA. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other UCPAA services, affiliate services, third-party content or third-party software.

Choice of Law and Forum

The Agreement and the relationship between you and UCPAA shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. You and UCPAA agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Broward, Florida.

Waiver and Severability of Terms

The failure of UCPAA to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

No Right of Survivorship and Non-Transferability

You agree that your Account is non-transferable and any rights to your Account terminate upon your death. Upon receipt of a copy of a death certificate, your Account may be terminated and all contents therein permanently deleted.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Headings

The section titles in the Agreement are for convenience only and have no legal or contractual effect.