Effective Date: January 1, 2023
MODIFICATION OF THESE TERMS
We reserve the right to make changes to these Terms at any time and will post an updated version here. Please check back from time to time to ensure you are aware of any updates or changes to these Terms. Any new Terms will be effective as of the time that we post them. In the event any new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You can reject any new, revised, or additional terms by discontinuing use of the Website.
LIMITED RIGHT TO USE
In exchange for your agreement to these Terms, we grant you a limited, non-exclusive, personal, revocable right and license to download, access, and use the functionality of our Website. The rights to download and use the Website are licensed to you and are not being sold to you. You have no rights in the Website other than to use them in accordance with these Terms. We reserve the right to terminate your access to our Website at any time and for any or no reason. You may not remove or alter any notices found on our Website, distribute, make derivative works of, reverse engineer, decompile, or disassemble the Website. You may not access the Website for the purpose of building a similar or competitive service, website, or app. You may not use any web crawler, robot, spider, or other automated method to retrieve, data mine, scrape or otherwise gather information or content available through the Website.
PERSONAL AND NON-COMMERCIAL USE
Your use of our Website is limited to personal and non-commercial use. You may display and download a single copy of our Website onto your personal device solely for your own personal, non-commercial use. Otherwise, you may not copy, reproduce, print, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell or otherwise exploit the Website, or any content, products or services obtained through the Website.
ELIGIBILITY TO USE OUR WEBSITE
To access or use our Website, you represent and warrant that (1) you are not a citizen of or located in a country or region that is targeted for comprehensive trade sanctions by the U.S. or UK governments, (2) you will not access or use our Website from such a country or region, and (3) you are not designated on the U.S. Treasury’s Specially Designated Nationals or Blocked Persons List or otherwise a person who is barred from doing business with U.S. or UK persons or from receiving exports of goods or Website from the U.S. or the UK.
USING OUR WEBSITE
You may not use the Website in any manner that could disable, overburden, or impair our servers, or interfere with any other person’s use and enjoyment of the Website, other computer systems or networks connected to our servers or to the Website, through hacking, password mining or any other means. You agree that you will not use the Website to send unsolicited advertising, promotional material, or other forms of solicitation to other users. You may use our Website only as permitted by law, including local, state, federal or international laws or regulations. We may suspend or stop providing our Website to you if you do not comply with our terms or policies or if we are investigating suspected misconduct. Access to the Website may be denied or limited by us, or be unavailable, interrupted and/or discontinued from time to time due to system difficulties or otherwise, or at our discretion, and we shall have no liability for such occurrences.
INTELLECTUAL PROPERTY RIGHTS
You agree and acknowledge that we own all rights, title and interest in the Website, as well as all text, content, graphics, interfaces, code and materials, the look and feel, selection and arrangement, design and organization of the Website, and the compilation of the content, code, data and materials on the Website, including all intellectual property and proprietary rights. The Website is protected by copyright, trademark, trade dress, patent and/or other Intellectual Property and unfair competition laws of the United States and other countries. Any unauthorized use of material on the Website may violate such laws. No links may be established to any part of the Website and no information on the Website may be framed without our prior written approval. The trademarks, logos and service marks used and displayed on the Website (collectively, the “Marks”) are registered and unregistered trademarks of and owned by us or other owners that have granted us the right and license to use such Marks. For clarity, there may be instances where trademark symbols are omitted for creative reasons, which does not impact the validity or enforceability of these Marks. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit the Marks or any of the content of our Website, in whole or in part. No copying, redistribution, retransmission, publication or commercial exploitation of the Marks or other material without the express written permission of Gelfand or the copyright owner is permitted.
WEBSITE AND CONTENT USE RESTRICTIONS
You agree that you will not: (i) use the Website for any commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any of our intellectual property; (iii) engage in any activities through or in connection with the Website that seek or attempt to or do harm to any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to us; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Website by any means whatsoever or modify any Website source or object code or any software or other products, Website, or processes accessible through any portion of the Website; (v) engage in any activity that interferes with a user’s access to the Website or the proper operation of the Website, or otherwise causes harm to the Website, us, or other users of the Website; (vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device or other content protection or access control measure) of the Website or any feature that restricts or enforces limitations on use of or access to the Website; (vii) harvest or otherwise collect or store any information about other users of the Website without the express consent of such users; (viii) attempt to gain unauthorized access to the Website, other computer systems or networks connected to the Website, through password mining or any other means; or (ix) otherwise violate these Terms.
You also agree that, in using the Website, you: (i) will not monitor, gather, copy, or distribute the content (except as may be a result of standard search engine activity or use of a standard browser) on the Website by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) will not frame or utilize framing techniques to enclose any such content (including any images, text, or page layout); (iii) will keep intact all Trademark, copyright, and other Intellectual Property and other notices contained in such content; (iv) will not use such content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) will not make any modifications to such content; (vi) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third-party or on any third-party application or website, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these Terms or with the prior written consent of an officer of us or, in the case of content from a licensor, the owner of the content; and (vii) will not insert any code or product to manipulate such content in any way that adversely affects any user experience or the Website.
AVAILABILITY OF THE WEBSITE
While we use commercially reasonable efforts to keep our Website accessible, it may be unavailable from time to time for indefinite amounts of time and for any reason including, without limitation, routine maintenance. Additionally, many features of the Website require a cellular data connection or internet connection. We are not responsible for any coverage or connectivity issues you may experience, or any charges, data rates, or other fees incurred for cellular service, internet connection, etc.
SERVICE SPECIFICATIONS; TYPOGRAPHICAL ERRORS
We strive to accurately describe the products and services offered on the Website; however, we do not warrant that such specifications or other content on the Website are complete, accurate, reliable, current, or error-free. Please use your best judgment when using our Website. We are not responsible for your interpretation or reliance on any information or content found on the Website, and make no representations about the accuracy, reliability, completeness, or timeliness of the Website. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information on our Website at any time without prior notice, including discontinuing or changing specifications for our services.
TERMS OF ENGAGEMENT
The terms of our engagement for business management and bookkeeping services for you and your business entity are governed by our Hourly Engagement Letter.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. GELFAND, RENNERT & FELDMAN LLP AND ITS DIRECT AND INDIRECT PARENTS, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “PARTIES”) HEREBY DISCLAIM AND MAKE NO REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, OR PROMISES, EXPRESS OR IMPLIED, IN CONNECTION WITH, OR OTHERWISE DIRECTLY OR INDIRECTLY RELATED TO, WITHOUT LIMITATION, THE WEB SITE OR OUR SERVICES, EXCEPT AS SET FORTH BELOW.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BYAPPLICABLE LAW, THE PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUSES.
LIMITATION OF OUR LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PARTIES OR ANY OF THEIR EMPLOYEES, AGENTS, PARTNERS, SERVICE PROVIDERS, CONTENT PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, PRODUCT LIABILITY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING
IN NO EVENT WILL THE PARTIES’ TOTAL LIABILITY TO YOU EXCEED, IN THE AGGREGATE FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE WEBSITE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT THAT IS THE LESSER OF TWO HUNDRED AND FIFTY DOLLARS (USD $250.00) OR THE AMOUNT THAT YOU HAVE PAID US IN THE LAST YEAR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).
YOU ACKNOWLEDGE THAT WE WOULD NOT PROVIDE ACCESS TO THE WEBSITE IF NOT FOR THE FOREGOING LIMITATIONS OF LIABILITY, AND THAT THESE LIMITATIONS OF LIABILITY ARE ESSENTIAL ELEMENTS OF THE TERMS. THESE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN YOU AND THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OR ANY APPLICABLE ADDITIONAL TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OR EXCLUSION OF LIABILITY IN ALL CIRCUMSTANCES, IN THOSE JURISDICTIONS, THE PARTIES’ LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
DISPUTE RESOLUTION TERMS
Our customer service team is here to assist you with any issues you may encounter with our Website or services. The following terms apply to disputes, which we are unable to resolve informally. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE YOUR CLAIM HEARD BY A JURY.
Agreement to Mediation and Arbitration
Exclusions from Arbitration
Notwithstanding the above, you or we may choose to pursue a dispute in court and not by arbitration if the dispute qualifies for resolution in small claims court. We may also seek injunctive relief, damages, or other appropriate relief in state or federal court if the dispute involves an infringement or threatened infringement of our intellectual property rights. Any such dispute brought in court shall be filed in the state or federal courts located in Los Angeles, California, and you consent and agree to the personal jurisdiction and venue of these courts.
Class Action Waiver
You agree to bring any and all claims against us within one (1) year from the date of accrual of a cause of action, and that actions brought after this date will be deemed time-barred.
Any disputes arising out of or related to these Terms and/or your use of our Website shall be governed by the laws of the United States and the State of California, without regard to choice-of-law rules and without regard to conflicts-of-laws principles. The dispute-resolution provisions of these Terms shall be governed solely by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by the law of any state, and are enforceable pursuant to its terms on a self-executing basis. The arbitrator shall determine any and all challenges to the arbitrability of a claim.
The foregoing dispute resolution provisions shall supersede any inconsistent provisions of any prior agreement between the parties and shall remain in full force and effect notwithstanding any termination of your use of the Website or these Terms.
No Waiver. No delay or failure by us to enforce any provision in these Terms shall constitute a waiver of any of our rights. Neither the receipt of any funds by us nor the reliance of any person on our actions shall be deemed to constitute a waiver of any part of these Terms. Only a specific, written waiver signed by an authorized representative of us shall have any legal effect.
Severability. If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the applicable Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the applicable Additional Terms. To the extent permitted by applicable law, you agree to waive and will waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
Investigations; Cooperation with Law Enforcement; Termination; Survival. Except where specifically prohibited by applicable law, we reserve the right, without limitation, to: (i) investigate any suspected breaches of the security of the Website and information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any applicable Additional Terms, (iii) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (iv) pursue legal claims against violators of these Terms and any applicable Additional Terms, and (v) discontinue the Website, in whole or in part, or, suspend or terminate your access to the Website, in whole or in part at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Terms or any applicable Additional Terms. Upon suspension or termination of your access to the Website, or upon notice from us, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Website. The provisions of these Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding dispute resolution.
Assignment. We may assign our rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of us.
HOW TO CONTACT US
If you have any comments or questions about these Terms, communications can be submitted to our postal address, via email to firstname.lastname@example.org, or by calling (310) 553-1707.
Gelfand, Rennert & Feldman LLC
1880 Century Park East, Ste 1600
Los Angeles, CA 90067