Terms and Conditions
FILOMENO & COMPANY., P.C.
CLIENT PORTAL AGREEMENT
This Client Portal Agreement (“Agreement”) is between FILOMENO & COMPANY., P.C. (the “Firm”) and the person or entity which is a client of the Firm and which has agreed to the terms of this Agreement (“Client,” “You” or “Your”).
- Purpose. The Firm provides a Client Portal to permit easy and secure electronic transfer of documents between Client and the Firm and Client access to certain documents created or maintained by the Firm. The Client Portal web-based applications are exclusively provided to the Firm’s clients and intended for their sole use. In the event You are no longer a client of the Firm, Your right to access and use the Client Portal will terminate.
- Use. By using any feature of the Firm’s Client Portal, Client consents to the following terms and conditions and acknowledges that the Firm is relying on Client’s consent in allowing You to use the Firm’s Client Portal. Your continued use of the Firm’s Client Portal after the posting of any amended terms and conditions shall constitute Your agreement to be bound by any such changes. The Firm may modify, suspend, discontinue or restrict the use of any portion of the Firm’s Client Portal, including the availability of any portion of the content at any time, without notice or liability.
- Service Availability. The Firm will use reasonable efforts to provide 24-hour daily availability of the Client Portal service through a third party service provider (the “Contractor”). However, the Firm makes no representation or warranty that 24-hour service will be available. The Firm shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Client Portal. The Firm is not responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of any email to be received by the Firm or the Contractor on account of technical problems or traffic congestion on the internet or at any website, or any combination thereof, including any injury or damage to Client’s computer or peripherals related to downloading any materials from the Client Portal.
- Security. The Contractor has represented to the Firm that the Client Portal utilizes 256-bit, Secure Socket Layer (SSL) encryption with password protected access. Documents are encrypted before being passed over the Internet and while being stored on the Portal. Documents are hosted on a Business Logic Layer, so a username and password are required to access files. In addition, documents added to Portal are scanned for viruses before being uploaded. The Contractor has further represented to the Firm that all files are maintained behind firewalls to protect against outside intruders. The Firm will use reasonable efforts to make the Client Portal secure from unauthorized access. However, Client recognizes that no completely secure system for electronic data transfer has yet been devised.
- Logon Accounts and Their Security.
- You will identify a primary user to act as the “Administrator” for Client and the Firm will provide instruction and training to the Administrator as to how to set up and maintain individual user accounts for any individuals who You wish to have access to the Client Portal. (The Firm strongly recommends that Client require separate usernames and passwords for each individual user and establish a policy that logon information not be shared with others.)
- You acknowledge that the use of usernames and passwords is an adequate form of security. You are solely responsible for (1) uthorizing, monitoring, controlling access to and maintaining the strict confidentiality of each username and password, (2) not allowing more than one person to use the same usernames or passwords, and (3) any charges or damages that may be incurred as a result of Your neglect to maintain the strict confidentiality of individual usernames and passwords. The Firm is not liable for any harm related to the misuse or theft of usernames or passwords, disclosure of usernames or passwords, or Your authorization to allow another person or entity to access and use the Firm’s Client Portal using a username or password which you have created or which the Firm has provided for You. You shall immediately notify the Firm of any unauthorized use of Your username or password and any breach of confidentiality. Until the Firm receives this notification from You, You will be liable for any harm ensuing from the use of the Firm’s Client Portal.
- Links to Third Party Sites. The Client Portal website may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of the Firm and the Firm is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. The Firm is not responsible for webcasting or any other form of transmission received from any Linked Site. The Firm is providing these links to You only as a convenience, and the inclusion of any link does not imply endorsement by the Firm of the site or any association with its operators.
- No Unlawful Or Prohibited Use. As a condition of Your use of the Client Portal website, you warrant to the Firm that neither You nor Your approved users will use the Firm’s Client Portal website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Firm’s Client Portal website in any manner which could damage, disable, overburden, or impair the Firm’s website or interfere with any other party’s use and enjoyment of the Client Portal website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Client Portal website.
- Disclosure Required by Law. The Firm reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the Firm’s sole discretion.
- Client’s Responsibility. You must at Your own cost: (a) provide for Your own access to the Internet and pay any service fees, telephone charges and online service usage associated with such access, and (b) provide all equipment necessary for You to make such connection to the Client Portal, including a computer and modem.
- Dispute Resolution. The parties agree that any dispute between Client and the Firm relating to this Agreement, or the breach of it, shall, if negotiations and other discussion fail, be first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules of the American Arbitration Association (“AAA”) then in effect before resorting to arbitration. The parties agree to conduct the mediation in good faith and make reasonable efforts to resolve any dispute by mediation. Failure or refusal by either party to mediate shall not in any way affect any subsequent arbitration. The parties agree to conduct the mediation in Hartford, Connecticut, or another mutually agreed upon location.
If the dispute is not resolved by mediation, the dispute shall be subject to binding arbitration under the Dispute Resolution Rules for Professional Accounting and Related Services disputes of the AAA, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitration shall be heard before one or more arbitrators selected in accordance with these rules. The parties agree to conduct the arbitration in Hartford, Connecticut, or another mutually agreed upon location. The arbitrator may only award actual damages and may not award consequential, exemplary, or punitive damages. The prevailing party in any arbitration or litigation shall be entitled to recover from the other party reasonable attorneys and expert witness fees, court costs, and the administrative costs, fees, and expenses of the AAA, as the case may be, incurred in the same, in addition to any other relief that may be awarded.
Notwithstanding the provisions of the immediately preceding paragraph, neither the Firm nor Client shall be compelled to arbitrate any dispute between the parties which arises out of or is related to any claim asserted against either party by a third party unless the third party (whether one or more) agrees to join the arbitration or can be compelled to join it.
- WARRANTIES. THE FIRM MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE CLIENT PORTAL. THE CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND THE FIRM SPECIFICALLY DISLCAIMS ANY EXPRESS OR IMPLIED WARRANTIES AND INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY OR WARRANTIES AGAINST INFRINGEMENT. THE FIRM, ITS AFFILIATES, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM OR CAUSED BY THE PORTAL, ITS CONTENT, SECURITY OR ANY SERVICES PROVIDED HEREIN. THE FIRM DOES NOT WARRANT THAT THE CLIENT PORTAL’S FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE FIRM’S CLIENT PORTAL OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- Term and Termination. This Agreement and the services contemplated by it may be terminated by either the Firm or Client with or without cause and with or without notice at any time. The Firm may at any time terminate in whole or in part the Firm’s Client Portal without notice or liability.
- Miscellaneous. This is the entire agreement between the Firm and Client regarding its subject matter. This Agreement does not modify or affect any existing or future engagement letter or agreement between the Firm and Client. The Firm may, in its discretion alter, add to or delete the terms of this Agreement from time-to-time without any prior notice. Unless otherwise specified by the Firm, all alterations, additions and deletions shall take effect automatically and be binding on and from the date they are posted on the Portal. This Agreement is made and entered into in the State of Connecticut and is to be construed under the laws of the State of Connecticut, as they from time to time exist.
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