EULA

Portal End User License Agreement

IMPORTANT -- READ CAREFULLY: Welcome to the Graydon Thompson LLC Portal (the "GT Portal" or the "Portal"). By clicking the "Yes" button, the user ("You") agree(s) to be bound by the terms and conditions contained in this agreement (the "Agreement")　 and the terms and conditions of GT’s privacy notice, which are published at　www.graydonthompson.com/privacypolicy and which are incorporated herein by reference.　 The privacy notice explains how GT treats your personal information, and protects your privacy, when you use the GT Portal.　 GT may change the terms of this Agreement and/or the privacy notice from time to time without notice to you, and you are responsible for the then current version of the policies in effect at all times.　 If you do not agree to be bound by these terms and conditions or privacy notice policies, you may not use the GT Portal.

Modifications
You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement at any time and at our sole discretion. By using the GT Portal, you agree to be bound by any such modifications and should therefore periodically visit this page and the GT Portal to determine the then current terms and conditions of use to which you are bound. You will note that at the bottom of this Agreement, the date of last modification is indicated. You are encouraged to check the revision date with each use to ensure you are comfortable with the latest revisions. 　If you are dissatisfied with the GT Portal site, its content or this Agreement as it may be revised, you agree that your sole and exclusive remedy is to discontinue using the Portal.

Termination
You agree that GT may terminate this Agreement, for any reason at our sole discretion, at any time, without notice, and that GT reserves the right to change, suspend, or discontinue all or any aspects of the GT Portal, for any reason at our sole discretion, at any time, without notice.　　

User Restrictions
You agree that:

You will not tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or proper working of the Portal.

You will not make illegal use of the Portal or use it for purposes which are illegal.

You will not interfere with anyone else who is a user of the Portal in their use of the Portal.

You will follow U.S. and international laws regarding transmitting data and you will not attempt to gain access to our computer system or any other computer systems.

You will not remove, obscure, or alter any notice of any logo, trademark, or other intellectual property or proprietary right designation appearing on or contained within the portal.

You will not access (or attempt to access) any product or services offered via the GT Portal by any means other than the interface that is provided by GT.

You will not upload, post, transmit, or store any material that:

is unlawful, offensive, defamatory, fraudulent, deceptive, misleading, harmful, threatening, harassing, obscene, or objectionable;

breaches any of your contractual or confidentiality obligations;

disrupts or interferes with the normal operations of the Site, such as posting or transmitting viruses, continuous posting of repetitive materials, or posting and/or uploading abnormally large files or other data; or

is an advertisement or other solicitation, including, but not limited to, any unauthorized advertising materials, unsolicited promotional materials, "junk　mail," "spam mail," "chain letters," "pyramid schemes," franchises, distributorships, club memberships, sales arrangements, or similar materials;

You will not violate other's privacy rights or personal rights by abusing the Materials, including, but not limited to, harassing or "stalking" another person, sending unsolicited e-mails, or collecting other's personal information;

You will not breach or attempt to breach any security measures of the Site;

You will not use any device, process, or mechanism (e.g., a spider or "bot") to monitor, retrieve, search, or access the Site or any Material without our prior written consent;

You will not access or attempt to access any account or login of any other user or third party listed on the Site;

You will not copy, modify, reproduce, delete, distribute, download, store, transmit, sell, re-sell, publish, reverse engineer, or create derivative works of any Materials;

You will not post or submit any inaccurate, false, or incomplete information;

You will not impersonate any person or entity;

You will not forge any header information in any electronic posting or mail;

You will not misrepresent yourself, your affiliation with any third party, or your entity;

Passwords
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the GT Portal.　 Accordingly, you agree that you are solely responsible to GT for all activities that occur under your account.　 If you become aware of any unauthorized use of your password on the GT Portal or your account, you agree to notify GT immediately at info@graydonthompson.com.

CCH ProSystem fx Master Software License Agreement
You are hereby notified that in connection with providing access to you to the GT Portal and services related thereto, GT has entered into a Software License Agreement with CCH Incorporated, a Wolters Kluwer business ("CCH"), a copy of which is located here: http://support.cch.com/uploads/CCH%20Profx%20Software%20License%20Agreement.pdf 　("CCH Software License Agreement").　 You hereby agree that you shall thoroughly and completely review the terms of the CCH Software License Agreement, and that you shall use commercially reasonable efforts to ensure that your use of the GT Portal will not cause or result in any violation of you as "Client" or GT as "Customer" under the terms of the CCH Software License Agreement.　

Monitoring
We reserve the right to log, review, and otherwise examine any information stored on or passing through our networks or systems.

Downtime and Service Suspensions
Your access to and use of the Services may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction,　 or other unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions.

We shall also be entitled, without any liability to you, to suspend access to any portion or all of the Portal at any time, on a system-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Portal; (b) in the event of a denial of service attack or other attack on the Portal or other event that we determine, in our sole discretion, may create a risk to the applicable Portal, to you or to any of our other customers if the Portal service were not suspended; or (c) in the event that we determine that any Portal service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons.

Rights to Use of GT Portal
GT grants you a personal, non-assignable and non-exclusive license to use the GT Portal as part of the services being provided to you by our firm.　 This license is for the sole purpose of enabling you to use and enjoy the benefit of the GT Portal and services, in the manner permitted by these terms and conditions.　 You may not, and you may not permit anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the GT Portal or any part thereof. Except as expressly provided herein, unless GT has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the GT Portal, grant a security interest in or over your rights to use the GT Portal, or otherwise transfer any part of your rights to use the GT Portal.　 Notwithstanding the foregoing, you are granted limited administrative rights to provide access to the GT Portal in your reasonable discretion to those parties who would reasonably need to access information located on the GT Portal, or who could upload information and documents (such as tax documents and other financial papers) onto the GT Portal for you to access, that would assist you in utilizing the services provided by the GT Portal in the ordinary course.

Intellectual Property
The content on the GT Portal including without limitation, the text, software, scripts, graphics, photos, sounds, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to GT, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the GT Portal is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. GT reserves all rights not expressly granted in and to the GT Portal and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the GT Portal or features that prevent or restrict use or copying of any Content or enforce limitations on use of the GT Portal or the Content therein.

Copyright and Trademark policies
It is GT’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, without limitation, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.

Other Content
The GT Portal may include hyperlinks to other web sites or content or resources that are not owned or controlled by GT.　 GT has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or resources which are provided by companies or persons other than GT.　 You acknowledge and agree that GT is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such web sites or resources.　 You acknowledge and agree that GT is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such web sites or resources.　 We encourage you to be aware when you leave the GT Portal and to read the terms and conditions and privacy policy of each other website that you visit.

Disclaimer
YOU ACKNOWLEDGE AND ACCEPT THAT: (I) YOU ASSUME ALL RISKS RELATED TO OR RESULTING FROM YOUR USAGE, VIEWING, OR ACCESS OF THE SITE AND ITS MATERIALS. THE SITE AND ITS MATERIALS ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. (II) WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE. (III) WE EXPRESSLY DISCLAIM ALL WARRANTIES (A) THAT THE SITE AND ITS MATERIALS WILL BE ERROR-FREE OR VIRUS-FREE; (B) THAT THE SITE WILL BE UNINTERRUPTED AND SECURE; (C) THAT THE SITE WILL MEET YOUR REQUIREMENTS; AND (D) REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, VALIDITY, TIMELINESS OR TRUTHFULNESS OF ANY SUBMITTED INFORMATION. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS.

Liability and Limitations of Liability
YOU UNDERSTAND AND AGREE THAT THE SITE AND ITS MATERIALS ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU UNDERSTAND AND AGREE THAT SOME LAWS, REGULATIONS, GUIDELINES AND OTHER MATTERS ADDRESSED IN THE SITE AND ITS MATERIALS ARE SUBJECT TO INTERPRETATION AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR, AND WAIVE ANY CLAIM AGAINST US, OUR PARENTS, AND SUBSIDIARIES, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES FOR ANY LOSS, DAMAGE AND EXPENSE OR CLAIM THEREOF) RESULTING FROM YOUR USE OF THE SITE AND ITS MATERIALS. YOU AGREE THAT THE AVAILABILITY OF THE SITE AND ITS MATERIALS SHALL NOT BE CONSTRUED AS THE RENDERING OF ANY TAX, LEGAL, ATTEST, ACCOUNTING, AUDITING OR OTHER PROFESSIONAL, SERVICES OR ADVICE.

YOU AGREE TO ASSUME ALL RISKS ASSOCIATED WITH, ARISING OUT OF, OR RESULTING FROM YOUR USE OF THE SITE, THE MATERIALS, OR ANY SUBMITTED INFORMATION, INCLUDING, BUT NOT LIMITED TO, THE RISKS OF FINANCIAL LOSS, PHYSICAL HARM, PROPERTY DAMAGES, DEALING WITH OTHER USERS OF THE SITE, STRANGERS, MINORS, OR FOREIGN NATIONALS, AND PERSONS ACTING UNDER FALSE PRETENSE. YOU FURTHER AGREE TO RELEASE US, OUR PARENTS, AND AFFILIATES, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, DEMANDS, DAMAGES (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, OR BREACH OR FAILURE OF WARRANTY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, ASSOCIATED WITH, ARISING OUT OF, OR RESULTING FROM YOUR USAGE OF THE SITE, THE MATERIALS, ANY SUBMITTED INFORMATION, AND ANY TRANSACTIONS RELATED TO OR RESULTING FROM YOUR USE OF THE SITE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR ANY DAMAGES SHALL NOT EXCEED U.S. $10.

You agree to indemnify, defend, and hold us, our parents, and subsidiaries, and their respective affiliates, officers, directors, agents, employees, harmless from any claims or demands of any third party, including, but not limited to, attorneys' fees and legal fees, resulting from or arising out of your Use of the Site, your Use of the Materials, your Submitted Information, or your violation of any terms and conditions of this Notice.

Notices
All Notices by us to you shall be by email to the email address listed as the Portal Administrator.
All notices by you to us shall be by email to info@graydonthompson.com or in writing to:

Graydon Thompson LLC
401 Parker Ivey Drive
Greenville, SC 29607

Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.

Severability
If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

Waivers
The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

Successors and Assigns
This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GT without restriction.

Relationship
Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and us (or any of our Associates).

Governing Law
This Agreement shall be construed and enforced according to the laws of the State of South Carolina applicable to agreements made and to be performed wholly within the State of South Carolina.　 You agree to submit to the exclusive jurisdiction of the courts located within the State of South Carolina, County of Greenville, to resolve any legal matter arising from these terms and conditions.　 Notwithstanding this, you agree that GT shall still be entitled to apply for any necessary injunctive remedies in any jurisdiction.

Termination
We shall have the right, in our sole discretion, to terminate any services of the Site and remove any Materials from the Site. We may also terminate your access to any part or all of the services provided by us on the Site at any time, with or without cause or notice, for any or no reason. We shall not be responsible for maintaining or returning your Submitted Information.

Last Revision Date
This Agreement was last revised on August 1, 2016.