CPASiteSolutions' Terms of Use Policy

The following describes the terms on which CPASiteSolutions offers you access to our services.

Introduction

By using the services on the CPASiteSolutions websites (the "Sites"), you are agreeing to the following terms, including those available by hyperlink, (the "Agreement" or "User Agreement") with CPASiteSolutions Inc. and the general principles for the websites of our subsidiaries.

Before you may become a subscriber of CPASiteSolutions' services, you must read and accept all of the terms and conditions in, and linked to, this User Agreement and the Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you also agree that your use of some of CPASiteSolutions' services or websites may be governed by separate user agreements and privacy policies. The agreement that applies on any of our domains and subdomains is always the agreement that appears in the footer of each website.

This Agreement is effective on June 4, 2007, for current users, and upon acceptance for new users.

Using CPASiteSolutions

While using the Sites and Services, you will not:

• violate any laws or third party rights
• use the Sites if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Sites;
• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
• distribute or post spam;
• distribute viruses or any other technologies that may harm CPASiteSolutions, or the interests or property of CPASiteSolutions users;
• copy, modify, or distribute content from the Sites and CPASiteSolutions' copyrights and trademarks; or
• harvest or otherwise collect information about users, including email addresses, without their consent.

Abusing CPASiteSolutions

CPASiteSolutions and our users work together to keep the Sites working properly. Please report problems, offensive content, and policy violations to us. If you believe that your rights have been violated, please notify us and we will investigate.

You may not transmit, distribute, download, copy, cache, host, or otherwise store any information, data, material, or work that infringes the intellectual property rights of others. CPASiteSolutions has the right to disable access to, or remove, infringing content to the extent required under any law or regulation, including the Digital Millennium Copyright Act of 1998.

You may not send unsolicited bulk messages over the Internet (i.e., "spamming") and must comply with all relevant legislation and regulations on bulk and commercial e-mail, including the CAN-SPAM Act of 2003. Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, delay or remove hosted content, and take technical and legal steps to keep users off the Sites if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies.

Fees and Services

We charge subscription fees for our services and those fees may change from time to time. Changes to fees are effective after we provide you with at least thirty days' notice by posting the changes on CPASiteSolutions.com. All fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Sites in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel.)

Content License

The Website Designs, Financial Guides, Frequently Asked Questions, Service Pages, Monthly Newsletters, Tax Center and other content and information provided by CPASiteSolutions (WebContent) are protected by federal copyright law. Photocopying or reproducing them in any form other than for personal use by Subscriber or Subscriber's clients is strictly prohibited.

Your use of the WebContent over any period of time gives you no rights other than those rights granted by this license. CPASiteSolutions reserves the right to add, delete or modify WebContent, as it deems appropriate. Subscriber will relinquish the license to use WebContent upon termination of its subscription to CPASiteSolutions.

WebContent is to be used only in regard to your accounting practice and shall not be used in connection with any commercial venture, directly or indirectly and whether or not related to the accounting practice.

Liability

You will not hold CPASiteSolutions liable for any indirect, incidental, or consequential damages or for any loss of revenue or profits resulting from the use of CPASiteSolutions' Sites and Services, or any failure of the Sites or any loss of data resulting from delays or service interruptions.

Further, we cannot guarantee continuous or secure access to our services, and operation of the Sites may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our Sites. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100.

Access and Interference

The Sites contains robot exclusion headers. Much of the information on the Sites is updated on a real-time basis and is proprietary or is licensed to CPASiteSolutions by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Sites for any purpose without our express written permission.

Additionally, you agree that you will not:

• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Sites without the prior expressed written permission of CPASiteSolutions;
• interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or
• bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Sites.

Privacy

We do not sell or rent your personal information to third parties for their marketing purposes. We use your information only as described in the CPASiteSolutions Privacy Policy. We view protection of users' privacy as a very important principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices.

You can access and modify the information you provide us and choose not to receive certain communications by signing-in to your account. For a complete description of how we use and protect your personal information, see the CPASiteSolutions Privacy Policy. If you object to your Information being used in this way please do not use our services.

Indemnity

You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on CPASiteSolutions' national registered agent or to the email address you provide to CPASiteSolutions during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

Resolution of Disputes

If a dispute arises between you and CPASiteSolutions, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and CPASiteSolutions agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

• Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of Vermont as they apply to agreements entered into and to be performed entirely within Vermont between Vermont residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against CPASiteSolutions must be resolved by a court located in Chittenden County, Vermont, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Chittenden County, Vermont for the purpose of litigating all such claims or disputes.
• Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• Improperly Filed Claims - All claims you bring against CPASiteSolutions must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, CPASiteSolutions may recover attorneys' fees and costs up to $1000, provided that CPASiteSolutions has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

General

CPASiteSolutions Inc. is located at 130 West Canal St., Winooski, VT 05404. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

We may amend this Agreement at any time by posting the amended terms on this Site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Additionally, we will notify you via email. This Agreement may not be otherwise amended except in a writing signed by you and us. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content License, Liability, Indemnity and Resolution of Disputes.