Date: January 1, 2021
a. the website at gaaprt.com and its subdomains (the "Website") and your use of the Website;
b. all services, facilities and functionality that are made available or delivered via the Website, and/or that form part of the online service named at the top of this document, whether delivered through the Website or an API (Application Program Interface), including but not limited to software as a service and hosted software, including Restricted Services (defined in Section 3 below) (together, "Online Services"); and
c. all content (including but not limited to text, data, video, sound recordings, graphics, photographs, applications, tools and functionality) published on the Website or made available through the Website and/or Online Services ("gaapRT Materials").
1.2 This Agreement governs the Website, Online Services and gaapRT Materials. To the extent of any conflict, this Agreement takes precedence in relation to the Website, the Online Services and gaapRT Materials except where the Engagement Agreement expressly refers to the Website, the Online Services and/or gaapRT Materials.
1.3 This Agreement does not apply to any professional services, whether made available through the Website and/or Online Services or otherwise, that may be provided to you by gaapRT. Such services will be subject to the terms and conditions of the Engagement Agreement for those services.
1.5 "gaapRT" means the specific legal entity GAAPRT INC.
2. Information only
2.1 Except as otherwise agreed in writing, the Website, Online Services and gaapRT Materials are provided for informational purposes only. The management of the Organization is ultimately responsible for concluding whether any decision can be made based on the Website, Online Services and gaapRT Materials given the Organization’s particular factual situation. The management of the Organization is responsible for establishing and maintaining an adequate control structure and procedures for reporting, and for complying with applicable laws and regulations. You should consult with a professional familiar with your particular factual situation for advice before making any decision based on the Website, Online Services and/or gaapRT Materials.
2.2 The Website, Online Services and gaapRT Materials may not be relied on by any third party.
3.1 In order to access and use certain parts of the Website, Online Services and/or gaapRT Materials, you may need to register
3.2 Where registration is required, gaapRT may, in its absolute discretion, decide whether or not to accept your registration.
3.3 gaapRT may allocate to you, or you may be invited to create, usernames, passwords, identification codes, tokens or other identifiers as part of the security processes that apply to the Website, Online Services and/or gaapRT Materials ("Login Credentials") and you may need to enter your Login Credentials each time you wish to access or use any part of the Website, Online Services and/or gaapRT Materials that are restricted to registered users only ("Restricted Services"). You shall:
a. keep your Login Credentials confidential;
b. not disclose your Login Credentials to any other person;
c. not permit any other personnel of the Organization or any third party to use the Login Credentials to access the Restricted Services;
d. use adequate security procedures to ensure the security of your Login Credentials to prevent unauthorized access to or unauthorized use of the Restricted Services; and
e. promptly notify us if you become aware of, or have reasonable grounds to suspect, the loss, theft or disclosure to any third party or unauthorized use of your Login Credentials or any other breach of security in relation to your account or the Restricted Services.
3.4 You assume full responsibility for any and all use, unauthorized use and/or misuse of the Restricted Services by any person using your Login Credentials.
3.5 If gaapRT suspects that unauthorized persons are using your Login Credentials with or without your knowledge, gaapRT may, with or without prior notice, suspend your access to and use of the Restricted Services.
3.6 You acknowledge that the Internet is not secure and messages to and from gaapRT may be observed by a third party while in transit. You understand that gaapRT accepts no responsibility for security of information on or transmitted via the Internet.
3.7 gaapRT is not liable for any loss, damage or other liability arising from your failure to comply with this section.
4. Intellectual property
You acknowledge that all intellectual property rights in the Website, the Online Services and gaapRT Materials belong to gaapRT and gaapRT's licensors.
5. Usage of the Website and Services
5.2 You may download and make a reasonable number of copies of any gaapRT Materials solely for your own use, provided that:
5.3 you do not remove or obscure any copyright or other proprietary notices on gaapRT Materials or on any copies or downloads made by you.
5.4 you ensure that all copies of gaapRT Materials (or copies of extracts of gaapRT Materials) that you make include, in a prominent place, any copyright and other proprietary notices displayed on the gaapRT Materials on the Website or on any download of those gaapRT Materials.
5.5 You may not use or exploit the Website, the Online Services or any gaapRT Material for any purpose except for your own use.
5.6 You shall not:
a. use the Website, Online Services, or gaapRT Materials or access to them for any fraudulent or unlawful purpose or to impersonate any person or entity, or to falsely state or otherwise misrepresent your affiliation with any person or entity;
b. interfere with or disrupt the operation of the Website, Online Services or gaapRT Materials or access to them;
c. transmit or otherwise make available in connection with the Website, Online Services or gaapRT Materials or access to them any virus, worm, Trojan horse, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
d. restrict or inhibit the ability of any other person to access or use the Website, Online Services or gaapRT Materials;
e. modify, adapt, translate or create derivative works of any portion of the Website, Online Services or gaapRT Materials;
f. remove, obscure or modify any copyright, trademark, or other proprietary rights notice from the Website, Online Services or Website Materials;
g. use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, "scrape", "data mine", or in any way gather data from the Website or reproduce the Website or circumvent the navigational structure or presentation of the Website, except that search engines that are publicly available on the internet may copy materials from the Website solely for the purpose of creating publicly available searchable indices of the gaapRT Materials (but not caches or archives). gaapRT reserves the right to revoke this right in respect of any search engine at any time;
h. attempt to circumvent any security features or access control features on the Website or in relation to the Online Services or gaapRT Materials;
i. use the Website or Online Services to send unsolicited emails or unsolicited instant messages or for file-sharing purposes;
j. decompile or reverse-engineer or otherwise attempt to derive source code for any application forming part of the Website, Online Services and/or gaapRT Materials except to the extent that applicable law allows you to do so without gaapRT's consent, and then only for the limited purpose, and to the extent, allowed by applicable law and provided that you do not disclose or communicate such source code to any other person; or
k. frame, link or deep-link the Website to any other website
5.7 You may not provide access to the Website, Online Services or gaapRT Materials to any other person or entity, unless you are expressly permitted to do so by gaapRT in writing. You are responsible for all acts and omissions (including but not limited to any breach of this Agreement) of any other person or entity to whom you provide access as if they were your own acts or omissions. You may not systematically provide access to any content, information or data obtained through the Website or Online Services to any other person or entity.
5.8 You may not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release the Website, Online Services or gaapRT Materials to any jurisdiction or country to which, or any party to whom, the export, reexport, or release is prohibited by any US, EU or other law, regulation, or rule. gaapRT may refuse to provide or allow access to the Website, Online Services, or gaapRT Materials if gaapRT reasonably believes it could violate any applicable law or regulation.
6. Your content
6.1 gaapRT may provide functionality on the Website or through the Online Services that allows you to post or upload information, content and/or materials onto the Website and to transmit content or materials by means of the Website and/or the Online Services ("Your Content").
6.2 gaapRT may use Your Content to provide you the Online Services and related services, to comply with regulatory requirements, to check conflicts, for risk management and accounting purposes and for the provision of internal administrative support. gaapRT may collect and use technical usage data, including information about your systems, software, and usage of the Website and Online Services, to monitor, maintain and improve the Website and Online Services.
6.3 You warrant that you have obtained all necessary rights, licenses, permissions and that you have full authority to grant the license set out in this section..
6.4 You shall not upload post, otherwise transmit or provide access through the Website to content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, under any applicable law and in any jurisdiction.
6.5 gaapRT reserves the right to remove, disable access to or edit Your Content without notice if gaapRT reasonably believes that Your Content may infringe the intellectual property or other rights of any person or does not comply with this section.
6.6 You indemnify and hold harmless gaapRT and all gaapRT Persons on a continuing basis against all claims, legal proceedings, losses, damages, costs (including but not limited to legal costs on a full indemnity basis), expenses penalties and fines that any of them suffer or incur as a result of:
a. any claim or claims by any third party that use of Your Content in accordance with this section infringes the intellectual property rights or any other rights of any person; and/or constitutes a breach of confidence; and
b. any breach by you of this section.
6.7 gaapRT may use any feedback you provide for the purpose of improving their services.
7. Third party sites and content
7.1 From time to time, the Website and Online Services may include links or access to third party websites or services. Such links and access are provided for your convenience only and do not signify that gaapRT endorses such third-party websites or services. gaapRT does not review such third-party websites or services. Accordingly, you acknowledge and agree that:
a. gaapRT is not responsible for such websites or services, including but not limited to the terms on which they are made available and their privacy policies, and gaapRT does not control or have any responsibility for their content, functionality or availability;
b. gaapRT makes no representation, warranty or condition, either express or implied, in relation to any goods or services or information received from such websites or services; and
c. if you access any such websites or services, you do so entirely at your own risk.
7.2 If the Website or Online Services permit users to submit questions, comments, suggestions and the like for use by other users of the Website and/or Online Services, gaapRT assumes no responsibility for the content or accuracy of any such submissions, nor for any recommendations or opinions that may be expressed therein, nor for the suitability or applicability to a particular user of any such submissions.
8.3 gaapRT may make changes to the Website and/or Online Services for any reason at any time without providing notice to you. If gaapRT changes any part of the Website or Online Services for which you have an active paid-for subscription and such change unreasonably removes material functionality of the paid-for Online Services you may, within 30 days of such change, terminate your subscription to such eliminated functionality by written notice to gaapRT and you shall be entitled to a refund of any fees that you have pre-paid for such eliminated functionality in respect of the period after termination. Such termination and refund are your sole remedy, and gaapRT's sole liability, for any changes to the provision of the gaapRT Materials or changes to the Website or Online Services.
9. Disclaimers of liability
9.1 Nothing in this Agreement is intended to exclude or limit any liability that by applicable law or applicable professional regulations cannot be excluded or limited.
9.2 Except as provided in the the Website, Online Services and gaapRT Materials are provided on an "AS IS" and "AS AVAILABLE" basis. Your use of the Website, Online Services and/or any gaapRT Materials is entirely at your own risk.
9.3 It is your responsibility to ensure that the Website, Online Services and gaapRT Materials are suitable for your intended purposes.
9.4 gaapRT gives no warranties, assurances or guarantees:
a. that access to the Website, Online Services or gaapRT Materials will be uninterrupted, error-free or compatible with your hardware or software;
b. that the Website, Online Services, the gaapRT Materials or the servers from which any of them are made available are free of viruses or other harmful components. You are responsible for implementing appropriate processes, systems and procedures to protect yourself and your Organization from this type of issue; or
c. as to the quality, fitness for any particular purpose, availability, performance, functionality, reliability, accuracy, timeliness or completeness of the Website, the Online Services and/or the gaapRT Materials.
9.5 Except as expressly set out in this Agreement, all warranties (including but not limited to implied warranties of merchantability and fitness for a particular purpose or use), terms, conditions and undertakings, whether express or implied by common law, statute, course of dealing or otherwise in relation to the Website, Online Services and gaapRT Materials are excluded to the fullest extent permitted by law.
9.6 You acknowledge and agree that the operation of the Website and the provision of the Online Services and gaapRT Materials is dependent upon the proper and effective functioning of the internet and other third-party equipment and services, and that gaapRT does not guarantee and will not be liable for these in any way.
9.7 Without prejudice to any other exclusions or limitations of liability gaapRT and the gaapRT Persons are not liable to you in contract, tort (including but not limited to negligence), under statute or otherwise for any loss or damage arising under or in connection with:
a. your use of or inability to use the Website, Online Services or gaapRT Materials; and/or
b. any decision or action taken in reliance on the Website, the Online Services and/or gaapRT Materials.
9.8 gaapRT, and the gaapRT Persons are not liable to you in contract, tort (including but not limited to negligence), under statute or otherwise for:
a. any indirect, consequential, incidental, punitive or special loss or damages;
b. any loss of revenue or profit or account of profits;
c. loss of data, or loss of use of data, software or systems;
d. wasted management time;
e. loss of business opportunity;
f. loss of anticipated savings; or
g. damage to goodwill or reputation arising out of or in connection with the Website, the Online Services, the gaapRT Materials or this Agreement or any breach or non-performance of it, no matter how fundamental, whether or not the likelihood of such loss or damage was contemplated.
9.9 Without prejudice to any exclusions of liability in this Agreement, the combined total liability of gaapRT and all gaapRT Persons to you in contract, tort (including but not limited to negligence), under statute or otherwise arising out of or in connection with the Website, the Online Services, processing of Your Content, the gaapRT Materials and this Agreement, including but not limited to any breach or non-performance of this Agreement, no matter how fundamental, shall not in any calendar year exceed: (a) the fees paid by you to gaapRT in that calendar year under this Agreement for the relevant Online Service; or (b) USD $100 (or equivalent in local currency), whichever is greater. Because some states or jurisdictions do not allow for the exclusion or limitation of certain damages, in such states or jurisdictions, the liability of gaapRT shall be limited in accordance with this Agreement to the maximum extent permitted by law.
9.10 gaapRT does not engage in the practice of law through the Website, and the Online Services do not constitute legal advice; you may not consider any information provided to you through the Website or the Online Services as legal advice or as a substitute for legal advice. Your use of the Website and/or the Online Services does not create any attorney-client relationship between you and gaapRT and you are solely responsible for determining whether to seek legal advice from a qualified lawyer.
9.11 gaapRT does not provide any assurance that its processes associated with the Website, the Online Services and/or the gaapRT Materials are sufficient to preserve any accountant-client, attorney-client, work product, or any other applicable privilege or protection that you (whether in your role as a client, as a professional, as a lawyer, or otherwise) or any third person may have or be obligated to maintain, or that may otherwise apply to the questions and information you submit. You are solely responsible for determining whether your use of the Website, the Online Services and/or the gaapRT Materials could be deemed to waive or impair in any manner any applicable privilege or protection.
10. Providing services
10.1 You may not use the Website or Online Services to provide services to third parties without gaapRT's prior written consent, in its sole discretion. If you are using the Website or Online Services to provide services to third parties and at any time it is reasonable to anticipate that the fees payable to gaapRT associated with any third-party matter will exceed USD $1,000, you agree to provide written notice thereof to gaapRT. We may, if we receive such notice, or for any other reason, request that you identify the applicable client or customer, the matter, and any other information as we may need to assess the appropriate relationship between gaapRT, you and your client or customer. In certain circumstances, we may request that, in addition to your contractual arrangement with such client or customer, such client or customer enters a direct contractual relationship with gaapRT in connection with such services.
10.2 If you use the Website and/or Online Services to assist you in formulating your own advice to your clients or customers, you are solely responsible for any and all advice you provide to your clients and customers. You shall not do anything to attribute, directly or indirectly, any such advice or any specific portion of such advice to gaapRT. No such client or customer shall be or may be deemed a third-party beneficiary of this Agreement.
10.3 If your use of the Website or Online Services is in connection with your provision of services to a gaapRT client:
a. you warrant and represent that your access to the Website and/or Online Services has been authorized by the gaapRT client and that you will use the Website and Online Services solely for the benefit of the gaapRT client who authorized your access;
b. you agree to use the Website and/or Online Services solely for the purpose of transmitting information to gaapRT that gaapRT needs to perform its services for the gaapRT client, and not to provide services directly to the gaapRT client via the Website and/or Online Services;
c. you agree not to access any part of the Website or Online Services other than the part you are authorized to use; and
e. gaapRT shall have no liability to you in connection with your use of the Website or Online Services, and gaapRT may terminate your access to the Website and/or Online Services, with or without cause, at any time immediately upon notice via e-mail or other notice to the address you provide to us in the registration process.
11.1 gaapRT may immediately terminate, suspend or restrict your access to all or any part of the Website, the Online Services and/or the gaapRT Materials, whether paid-for or not, and/or terminate this Agreement:
a. if you fail to comply with this Agreement or if gaapRT has reasonable grounds to suspect that you have failed to comply with this Agreement;
b. if gaapRT receives a complaint from a third-party concerning mis-use by you of the Website, Online Services and/or gaapRT Materials; or
c. if gaapRT reasonably determines that it can no longer provide the Website, the Online Services and/or the gaapRT Materials in accordance with applicable law or professional obligations.
11.2 If, under the Agreement, you are required to pay a fee or other sum in respect of access to or use of any part of the Website, the Online Services and/or the gaapRT Materials, gaapRT may terminate or suspend such access and use immediately and without further notice to you if:
a. you fail to pay when due any sums payable by you under the Agreement; or
b. you cease or threaten to cease to carry on business, are unable to pay your debts as they fall due, have an administrator, receiver, administrative receiver or manager appointed over the whole or any part of your assets, enter into any agreement with creditors generally, or have an order made or resolution passed for you to be wound up (unless as part of any scheme for solvent amalgamation or solvent reconstruction) or if you are individual, if you cease to carry on business at any time for 14 consecutive days other than for planned holiday, or if you are presented with a statutory demand or a petition for bankruptcy or if bailiff action is taken against your assets or the assets of your business, or if you undergo any similar or equivalent process in any jurisdiction.
11.4 Any fees you pay in respect of the Website, Online Services and/or gaapRT Materials are non-refundable.
11.5 gaapRT may terminate this Agreement or suspend access to all or part of the Website, the Online Services and/or gaapRT Materials immediately for any reason at any time, except (subject to section 12.1) in respect of any part of the Website, Online Services and/or gaapRT Materials for which you have an active paid-for subscription.
11.6 Section 9 (Disclaimers of Liability), and any other provisions of this Agreement that by their nature are intended to survive, shall survive termination or expiry of this Agreement, howsoever occurring, including without limitation pursuant to Section 11.3.
12. Third party rights
13.4 No reliance: You acknowledge and agree that you do not rely on, and shall have no remedy in respect of, any promise, assurance, statement, warranty, undertaking or representation made (whether innocently or negligently) by gaapRT or any other person except as expressly set out in this Agreement, in respect of which your sole remedy shall be for breach of contract.
13.6 Assignment and subcontracting: gaapRT may assign or subcontract its rights and/or obligations under this Agreement to any other person at any time without needing your or any other person's approval. You may not assign or transfer any of your rights or obligations under this Agreement without gaapRT's prior written consent.