1. Acceptance of Terms
These Terms set forth the legally binding Terms that govern your use of the Site. By accessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You may not access or use the Site or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access, browse, or use the Site.
2. Accounts and Registration
In order to use certain features of the Site, you must register for an account and provide certain information about yourself in the account registration form. Each registration is for a single user only. By creating an account, you agree to, and shall, (a) provide accurate, current and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the account on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Site or your account. You may make any changes to your registration information by following the instructions on the Site. You may delete your account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate your account in accordance with Section 10, Term and Termination, below.
By creating an account, you consent to receive electronic communications from us (e.g., via email or by posting notices to the Site). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information). They may also include promotional communications sent to your physical address or via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
3. Access to the Site
Subject to these Terms, NCACPA grants you a non-exclusive, non-transferable, revocable, limited license to access and use the Site solely for your own personal, non-commercial purposes.
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof. You acknowledge and agree that, except as expressly set forth in these Terms, we will have no obligation to provide you with any support or maintenance in connection with the Site.
NCACPA reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that NCACPA will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
4. Site Content
You acknowledge that all text, graphics, and other works on the Site, the Site’s design and coding, all computer programs used and licensed in connection with the Site, the look and feel of the Site, and all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets therein, are owned by us or our suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3. NCACPA and its suppliers reserve all rights not granted in these Terms, and there are no implied licenses granted under these Terms.
5. Legal Requirements; Privacy Statement
6. Acceptable Use
You agree not to use the Site to collect, upload, transmit, display, or distribute any content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, defamatory, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) transmit to the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site.
We reserve the right (but have no obligation) to review any content, materials, or information that you provide to or through the Site, and to investigate and take appropriate action against you in our sole discretion for any violation of this Section 6 or any other provision of these Terms or if you otherwise create liability for us or any other person. Such action may include removing or modifying such content, materials or information, or terminating your account in accordance with Section 10, Term and Termination, below, and reporting you to law enforcement authorities.
If you submit or otherwise provide us any communications, content or material, including, without limitation, any personal or commercial information, idea, concept or invention, you hereby irrevocably grant to us an unrestricted, worldwide, perpetual, sublicensable (through multiple tiers), royalty-free license to use, reproduce, display publicly, perform, publish, transmit, distribute and otherwise exploit such materials in any medium and for any purpose, and you further agree that we are free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide to us in accordance with the foregoing license grant. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding materials, ideas, concepts or know-how provided to us that you may have under any applicable law under any legal theory. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
8. United States Only
The Site is hosted in the United States and is provided for use only by persons located in the United States. All matters relating to the Site are governed exclusively by the laws of the State of North Carolina in the United States of America and not the jurisdiction in which you are located. If you are located outside of the United States and you contact us, please be advised that any information you provide to us will be transferred to the United States and that by submitting information, you explicitly authorize such transfer. We make no claim that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with all applicable local laws.
To the fullest extent permitted by applicable law, you agree to defend, hold harmless and indemnify Organization, its subsidiaries and affiliates, business partners, contractors, clients and service providers, and their respective officers, employees, agents and representatives from and against any claims, liabilities, costs or damages, including reasonable attorneys’ fees and paralegal fees through final appeals, made by any third party, relating to or arising from your use of the Site, any content, information or materials that you transmit to or through the Site, any violation of these Terms by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Site. You further agree that Organization shall have control of the defense or settlement of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in an enforceable written agreement between you and Organization.
10. Term and Termination
Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of any content, information or materials associated with your account from our databases. Organization will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account or deletion of any content, information or materials you provide to or through the Site. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 7, 7, 10-15, 17-19.
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND ORGANIZATION (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. NEITHER WE NOR OUR SUPPLIERS MAKE ANY WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT SITELY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ORGANIZATION (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF ORGANIZATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT SITELY TO YOU.
13. Governing Law and Jurisdiction
Organization operates the Site from North Carolina, U.S.A. These Terms and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement shall be governed by the laws of the State of North Carolina, U.S.A., including its statutes of limitation but without reference to conflict or choice of law provisions that would result in the application of the laws of any other jurisdiction. The exclusive forum for the resolution of any dispute relating to these Terms shall be in the state courts sitting in Wake County, North Carolina, U.S.A., or, if it has jurisdiction, the United States District Court for the Eastern District of North Carolina, and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to these Terms and agree to service of process on you by e-mail to the address you have submitted on the Site, if any, and by any other means permitted by law.
14. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
All notices, demands, or consents given by you under these Terms will be in writing and will be deemed given when delivered to Organization at the following contact: Mark Soticheck, NCACPA Chief Operating Officer. Any notices to you may be made via either e-mail or postal mail to the address in Organization’s records or via posting on the Site. Please report any violations of these Terms to Organization at the contact listed above.
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
These Terms may be revised at any time for any reason, and we may provide you notice of these changes by any reasonable means, including by posting the revised version of the Terms on the Site. You can determine when we last updated these Terms by referring to the “Last Updated” legend at the bottom of these Terms and Conditions. By accessing, browsing, or using the Site following the posting of changes to these Terms, you accept such changes. We recommend that you periodically visit this page of the Site to review these Terms.
The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Organization, or any products utilizing such data, in violation of the United States export laws or regulations.
Organization is located at the address in Section 22. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
19. Electronic Communications
The communications between you and Organization use electronic means, whether you use the Site or send us emails, or whether Organization posts notices on the Site or communicates with you via email. For contractual purposes, in addition to receiving communications via mail to your physical address, you (a) consent to receive communications from Organization in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Organization provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
20. Entire Terms
These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party to these Terms is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Organization’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Organization may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
21. Copyright/Trademark Information
Copyright © 2021. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
22. Contact Information
North Carolina Association of Certified Public Accountants
3100 Gateway Centre Boulevard, Morrisville, NC 27560
Last Updated: January 6, 2022