Terms of Service - Software Products


IMPORTANT - READ CAREFULLY:

Software Product License Agreement

1. This is a legal agreement between you (either an individual or an entity) and Brad Smith, CPA, LLC for the Brad Smith, CPA, LLC software products which includes computer software and associated media, and may include printed materials and online or electronic documentation ("SOFTWARE PRODUCT" or "SOFTWARE"). BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THE SOFTWARE. USER'S USE OF THE SOFTWARE IS CONDITIONED UPON COMPLIANCE BY USER WITH THE TERMS OF THIS AGREEMENT.  Depending on which Service you use, additional terms and policies (including rules, guidelines and other similarly named documents) presented with those Services may apply (“Additional Terms”). Those Additional Terms become a part of your agreement with us if you use those Services. 

2. In addition, by installing, copying, or otherwise using any updates, upgrades, or other components of the SOFTWARE PRODUCT that you receive separately as part of the SOFTWARE PRODUCT (''UPDATES''), you agree to be bound by any additional license terms that accompany such UPDATES. If you do not agree to the additional license terms that accompany such UPDATES, you may not install, copy, or otherwise use such UPDATES. 

3. You may not use this product and may not enter into this Agreement if you are not of legal age to form a binding contract with Brad Smith, CPA, LLC under the laws of the United States or other countries including the country in which you are resident or from which you use the software.

4. You represent and warrant that you have full power, capacity, and authority to accept this Agreement. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement on behalf of your employer or other entity.

5. BRAD SMITH CPA LLC FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  BRAD SMITH, CPA, LLC DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION

6. YOU EXPRESSLY UNDERSTAND AND AGREE THAT BRAD SMITH CPA LLC, ITS DISTRIBUTORS, SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF BRAD SMITH, CPA, LLC OR ITS REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, BRAD SMITH, CPA, LLC's OR ITS REPRESENTATIVES LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.

7. Brad Smith CPA, LLC may make changes to this Agreement from time to time. When these changes are made, Brad Smith CPA LLC will make a good faith attempt to contact active users describing the modifications made. Continued use of the product after the notification will constitute your acceptance of the modified agreement.

8. This Agreement constitutes the whole legal agreement between you and Brad Smith, CPA, LLC and governs your use of this product, and completely replaces any prior agreements between you and Brad Smith, CPA, LLC in relation to this product.

9. You agree that if Brad Smith, CPA, LLC does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Brad Smith, CPA, LLC has the benefit of under any applicable law), this will not be taken to be a formal waiver of Brad Smith, CPA, LLC’s rights and that those rights or remedies will still be available to Brad Smith, CPA, LLC.

10. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

11. Use of this product may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.

12. The rights granted in this Agreement may not be assigned or transferred by either you or Brad Smith, CPA, LLC without the prior written approval of the other party. Neither you nor Brad Smith, CPA, LLC shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.

13. This Agreement, and your relationship with Brad Smith, CPA, LLC under this Agreement, shall be governed by the laws of the State of Indiana without regard to its conflict of laws provisions. You and Brad Smith, CPA, LLC agree to submit to the exclusive jurisdiction of the courts located within the county of Marion, Indiana to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Brad Smith, CPA, LLC shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14. THE SOFTWARE PRODUCT IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THIS PROGRAM, OR ANY PORTION OF IT, MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES, AND WILL BE PROSECUTED TO THE MAXIMUM EXTENT PERMISSIBLE UNDER LAW. THE SOFTWARE PRODUCT IS LICENSED, NOT SOLD.

15. All intellectual property rights in the Software (including all images and text incorporated into the Software) are owned by Brad Smith, CPA, LLC, and are protected by United States copyright laws and international treaty provisions. Brad Smith, CPA, LLC, retain all rights not expressly granted. You may not reverse engineer, de-compile or disassemble the Software.

16. Trademarks. This License Agreement does not grant you any rights in connection with any trademarks or service marks or its products for of Brad Smith, CPA, LLC, its Representatives or Assigns.

17. GRANT OF LICENSE. This License Agreement permits you to install the product. The Software is licensed as a single product. Its component parts may not be separated for use.  Brad Smith, CPA, LLC reserves the right to license the same Software to other individuals or entities under a different license agreement.

18. TAXES. Unless otherwise stated, you are responsible for any taxes (other than Brad Smith, CPA, LLC’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay Brad Smith, CPA, LLC for the Services without any reduction for Taxes. If Brad Smith, CPA, LLC is obliged to collect or pay Taxes, the Taxes will be invoiced to you or your subscription fee may be adjusted accordingly.  However, Brad Smith, CPA, LLC may refuse to offer products or services in countries, territories, or jurisdictions at its sole discretion. 

19.  DISCONTINUANCE or MODIFICATION.  This product may be DISCONTINUED at any time without notice by Brad Smith CPA, LLC, its distributors or representatives.  Brad Smith CPA, LLC may also modify the Product or any components or features therein at any time without notice. 

20.  SUBSCRIPTION PRICING.  Brad Smith, CPA, LLC may change the fees charged for subscription-based products at any time, provided that, the change will become effective only at the end of the then-current billing cycle of your Subscription. Brad Smith, CPA, LLC will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective. Unless otherwise specified, the subscription period will be valid for a day-to-day basis.  Licensed users will have the ability or accept or reject such changes when their current subscription expires.

19. ENTIRE AGREEMENT. This is the entire agreement between you and Brad Smith, CPA, LLC which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.

Copyright © 2015 Brad Smith, CPA, LLC. All rights reserved.

Updated 8/5/2015