License - Agreement
THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter "You" of "Your") AND Pacific Accounting & Business Services (hereinafter "PABS") GOVERNING YOUR USE OF any or all Services or Software as agreed between us.
This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Services (hereinafter the “Service Specific Terms”). The General Terms and Service Specific Terms are collectively referred to as the “Terms”. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.
These terms govern your access and use of Service/Software provided by PABS. By using our Services/Software, you’re agreeing to be bound by these Terms. If you’re using our Services/Software for an organization, you’re agreeing to these Terms on behalf of that organization and in these Terms, “you” or “your” refers to that organization.
You must be a legal representative of your organization and allowed by the firm to act on behalf of your organization to enter into a binding agreement in order to accept the Terms. If you do not agree to the General Terms, do not use any of our Services/Software. If you agree to the General Terms and do not agree to any Service/Software Specific Terms, do not use the corresponding Service/Software. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using the Services/Software.
You may be required to create an account to participate in the Service and/or use the Software. If You are entering into this Agreement on behalf of an entity, you represent and warrant that the entity will utilize the Services and/or Software under a single account or as agreed between us in this agreement.
You agree not to impersonate any person or entity or misrepresent Your identity or affiliation with any person or entity, including using another person’s username, password or other account information. You are responsible for the security of Your password and for any use of Your account. You also agree to notify us promptly at [email protected] of any unauthorized use of Your username, password, other account information, or any other breach of security that you become aware of involving or relating to the Service or Software.
You acknowledge and agree that PABS may bill you on a recurring basis for Services/Software that You purchase on a subscription basis. If You take a part in any trial offer, You must cancel the Services/Software by the end of the trial period to avoid incurring charges, unless PABS notifies You otherwise.
PABS may change the price it charges for the Services/Software at any time and will notify You in advance of such changes. If You do not agree to the price change, You must cancel and stop using the Services/Software before the price change takes effect. If there is a fixed term and price for your Services/Software offer, that price will remain in force for that term. Unless otherwise provided by law or by a particular Service/Software offer, all purchases are final and non-refundable.
In Your use of the Service or Software, You agree to comply with all applicable laws and regulations. You shall, in connection with Your use of the Service or Software, comply with all applicable import, export and re-export control laws and regulations of any country, in which you operate our software or services. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Service or Software, including Your transfer and processing of Your content via the Service or Software.
For U.S. Government users, the Software is a “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202 1 through 227.7202 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.
You agree that You will not:
a. violate, infringe, or misappropriate other people’s intellectual property, privacy or other legal rights;
b. post or share anything that is illegal, abusive, harassing, or otherwise objectionable;
c. transmit any viruses or other computer instructions or technological means that disrupt, damage, or interfere with the use of computers or related systems; or
d. attempt to circumvent any technological measure implemented by PABS.
You may not access the Service other than through the interfaces provided by PABS or interfere with or disrupt the proper operation of the Service.
We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days’ advance notice of the changes by email to your primary email address. You may terminate your use of the Services/Software by providing notice to PABS within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services/Software. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.
You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if PABS has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, PABS may terminate your user account and refuse current or future use of any or all of the Services.
When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.
You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that PABS is not responsible for account administration and internal management of the Services/Software for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to [email protected], provided that the process is acceptable to PABS. In the absence of any specified administrator account recovery process, PABS may provide control of an administrator account to an individual providing proof satisfactory to PABS demonstrating authorization to act on behalf of the organization. You agree not to hold PABS liable for the consequences of any action taken by PABS in good faith in this regard.
You agree to use reasonable efforts to cooperate with and assist PABS in identifying and preventing any unauthorized use, copying, or disclosure of the Service or the Software
PABS and any of its licensors own all proprietary rights in and to the Service and the Software. The Service and any Software provided to you is licensed and not sold. Except as expressly provided herein, PABS retains all rights and does not grant any express or implied right to You under any PABS patents, copyrights, trademarks, or trade secret information.
The Service/Software may include certain communications from PABS, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
To pay any fees, you will be asked to provide a payment method at the time you sign up with PABS. The fee charged excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. PABS may suspend or cancel Your access to the Service or Software if PABS does not receive payment from You. Suspension or cancellation for non-payment may result in a loss of access to and use of Your account.
The Services are available under subscription plans of various durations. You will not be charged for using any Service unless you have opted for a paid subscription plan. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription.
You agree to keep your billing account information current at all times. By providing PABS with your payment method, You (a) represent that PABS are authorized to use the payment method that You provided and that any payment information You provide is true and accurate; and (b) authorize PABS to charge You using Your payment method and to charge You for any paid feature that You choose to sign up for or use while this Agreement is in effect. You acknowledge and agree that PABS may bill you on a recurring basis for Services/Software that You purchase on a subscription basis. PABS may change the price it charges for the Services/Software at any time and will notify You in advance of such changes. If You do not agree to the price change, You must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Services offer, that price will remain in force for that term. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable.
PABS may change this Agreement and will post the modified agreement (which shall then become the Agreement) on PABS’s website. Therefore, PABS encourages you to check the terms of this Agreement from time to time to see if they have been updated. If You do not agree to the modified agreement, Your sole recourse is to stop using the Service and/or Software. Your continued use of the Service or Software after the date the modified agreement is posted will constitute Your acceptance of the modified agreement.
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or Software make it available to any third party; (ii) provide any service based on the Services/Software without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) use the Services/Software in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of PABS; (vii) violate any applicable local, state, national or international law; and (viii) create a false identity to mislead any person as to the identity or origin of any communication.
You agree to be solely responsible for the contents of your transmissions through the Services/Software. You agree not to use the Services/Software for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services/Software for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services/Software if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services/Software. Each Service/Software will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services/Software is not sufficient to keep your user account in another Service/Software active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services/Software does not grant PABS the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for PABS’s commercial, marketing or any similar purpose. But you grant PABS permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services/Software to you.
You may transmit or publish content created by you using any of the Services/Software. However, You shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services/Software, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services/Software you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that PABS will have the right to block access to or remove such content made available by you if PABS receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services/Software and transmitting or publishing any content using such Service/Software, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by PABS for this purpose.
PABS, PABS logo, the names of individual Services/Software and their logos are trademarks of PABS. You agree not to display or use, in any manner, the PABS trademarks, without PABS’s prior permission.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES/SOFTWARE IS AT YOUR SOLE RISK. THE SERVICES/SOFTWARE ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. PABS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PABS MAKES NO WARRANTY THAT THE SERVICES/SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES/SOFTWARE SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES/SOFTWARE OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM PABS, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
YOU AGREE THAT PABS SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE/SOFTWARE, EVEN IF PABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. PABS’S WILL & SHOULD NOT HELD LIABILE TO YOU IN RESPECT OF ANY SERVICE/SOFTWARE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE/SOFTWARE.
You agree to indemnify and hold harmless PABS, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services/Software in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by PABS.
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Arbitration Association of respective country in which service/software being used by the you. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and un appealable. Notwithstanding anything to the contrary, PABS may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
We may suspend your user account or temporarily disable access to whole or part of any Service/Software in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to [email protected] within 30 days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny the Services/Software upon reasonable belief that you have violated the Terms and to terminate your access to any Service/software in case of unexpected technical issues or discontinuation of the PABS’s Service/Software. You have the right to terminate your user account if PABS breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.