CPA Practice Management Software User Terms

1. Your Acceptance

Welcome to the ProClient User Terms. This is an agreement (“Agreement”) between Ultimate Tax Service, Inc. dba ProClient (“ProClient”) the owner and operator of the website https://www.proclient.com and the ProClient software, mobile application, application, components, and any associated services offered (collectively the “Platform”) and you (“you”, “your”, or “User”) a user of the Platform. Any User that subscribes to the Platform shall be referred to as a “Subscriber” and each Subscriber is subject to the ProClient Subscriber Terms (“Subscriber Terms”) in addition to this Agreement.

PLEASE BE AWARE THAT THERE ARE CLASS ACTION AND ARBITRATION PROVISIONS CONTAINED IN THIS AGREEMENT.

Throughout this Agreement, the words “ProClient,” “us,” “we,” and “our,” refer to our company, ProClient, as is appropriate in the context of the use of the words.

By clicking “I agree”, subscribing to the Platform, or accessing or using the Platform you agree to be bound by this Agreement and the Privacy Policy. We may amend our Agreement or the Privacy Policy and may notify you when we do so. If you do not agree with any changes, please cease using our Platform immediately.

2. Platform and Registration

Users may access the Platform as permitted by us. Where required, Users must register on the Platform before accessing portions of the Platform. Where applicable, prior to registration a Subscriber may be required to authorize a specific User to access the Platform. Such Subscriber shall be solely be responsible for your access to the Platform. During registration, your information will be collected and disclosed in accordance with our Privacy Policy. You are required to provide truthful, up-to-date, and accurate information when registering for our Platform and you must be over the age of 18 to register and create an account. We reserve the right to verify all user credentials and to reject any users. You are entirely responsible for maintaining the confidentiality of password and account and for any and all activities that occur under your account. You agree to notify ProClient immediately of any unauthorized use of your account or any other breach of security. ProClient will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. Subscribers may, from time to time, delete, alter, modify, or restrict any associated User accounts and as a User you release ProClient from any liability related to such changes to your account.

3. Platform Ownership

You acknowledge that the structure, organization, and code of the Platform, any hosted services, and all related software components are proprietary to ProClient and/or ProClient’s licensors and that ProClient and/or its licensors retains exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform, including all modifications, copies, enhancements, derivatives, and other software and materials developed hereunder by ProClient. You shall not sell, copy, reproduce, transfer, publish, disclose, display or otherwise make available the Platform or any portions of the Platform including any modifications, enhancements, derivatives, and other software and materials developed hereunder by ProClient to others in violation of this Agreement. You shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Platform, including any modifications, enhancements, derivatives, and other software and materials developed by ProClient. All rights not expressly granted in this Agreement are reserved for us. You may only access the Platform as permitted by us and please be aware that we are not responsible for any User Content (defined below) encountered on the Platform, whether posted by you or any other person. User Content stored on the Platform by non-subscribing Users is solely the responsibility of the Subscriber and ProClient shall not be liable for any issues, deletion, or other loss of a non-subscribing User’s User Content.

4. Platform Access

After properly registering for the Platform, we shall grant you a personal, non-transferable, non-assignable, limited, fully revocable right to access the Platform as permitted by us and in accordance with this Agreement. Where you download any mobile application or software to access the Platform, we grant you a personal, non-transferable, non-assignable, limited, fully revocable license to use and access the Platform. Subscribers are solely responsible for providing non-subscribing Users access to the Platform and ProClient shall not be responsible or liable for any issues related to such non-subscribing User’s account or access. If you are a non-subscribing User and you have issues accessing the Platform, please contact the Subscriber that has provided you access to the Platform. All rights not explicitly granted are reserved for ProClient. If you breach this Agreement, your access or license to use our Platform may be terminated at our discretion. Additionally, we may revoke your access to our Platform if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct.

5. Privacy Policy

We value your privacy and understand your privacy concerns. Our Privacy Policy is incorporated into this Agreement, and it governs your submission of information to our Platform. Please review our Privacy Policy so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the Platform you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

6. User Content

A User’s ability to submit or transmit any information through the Platform, including but not limited to user information, data, recordings, written content, images, videos, or any other information will be referred to as “User Content” throughout this Agreement. Except for the obligations set forth within the Subscriber sections of this Agreement, ProClient is not required to host, store, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content at our discretion. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.

When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations.

When you submit any User Content to us, you grant ProClient, its partners, affiliates, Users, representatives and assigns a non-exclusive, unlimited, fully-paid, royalty-free, irrevocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for the purposes of providing you any services associated with the Platform and for benchmarking, analysis, and our internal business purposes. Please be aware that User Content may be shared with other users of the Platform or third parties as applicable. ProClient has no liability to you for any User Content including all data, information, copy, images, URL names, and anything else submitted by you or any third parties using the Platform. Specifically, ProClient shall not be liable for any errors related to any User Content. We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you.

7. Additional Guidelines for User Content

Please be aware that all User Content may be viewed by third parties, thus we cannot guarantee the confidentiality of any User Content. When submitting any User Content, you agree to the following:

• You agree that User Content submitted is truthful, up-to-date, and accurate;
• You agree not to submit any User Content that contains any confidential information;
• You agree not to submit any User Content that is in violation of any federal, state, or local United States’ laws;
• You agree not to submit any User Content that contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity;
• You agree not to submit any User Content that is considered spam; and
• You agree not to submit any User Content that may be considered: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.

If you have violated any of our User Content Guidelines or if we believe that any User Content may harm the Platform, your access to the Platform may be suspended or terminated.

8. Monitoring User Content

ProClient shall have the right, but not the obligation, to monitor all User Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, ProClient shall have the right, but not the obligation, to remove or disable access to any User Content at its sole discretion.

9. Use of the Platform

When using our Platform, you are responsible for your use of the Platform. You agree to the following:

• You may not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;
• You may not use automated bots or other software to send more messages through our Platform than humanly possible;
• You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;
• You may not access our Platform in an attempt to build a similar or other competitive product;
• You may not use the Platform in an unlawful manner;
• You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• You may not violate or infringe other people’s intellectual property, privacy, or other contractual rights while using our Platform;
• You may not interfere with or disrupt the Platform;
• You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing; and
• You agree that you will not hold ProClient responsible for your use of our Platform

If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion, be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party we may suspend or terminate your use of the Platform and we may pursue any legal remedy available to us under applicable law. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but ProClient reserves the right to suspend or terminate any account at any time at our discretion.

10. Platform Availability

Although we strive to make the Platform generally available, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform may not always be either 100% reliable or available. Only users who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.

11. Modification of Platform

We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at our discretion. We reserve the right to discontinue previously offered features or functionality at our sole discretion and without prior notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of any portion of the Platform. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by the Platform without notice to you.

12. Idea Submission

ProClient or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to ProClient. The sole purpose of this policy is to avoid potential misunderstandings or disputes when ProClient’s products might seem similar to ideas submitted to ProClient. Any Submissions, whether solicited or unsolicited, will be treated as follows: (1) Submissions and their contents will automatically become the property of ProClient, without any compensation to the submitter; (2) ProClient may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for ProClient to review the Submission; and (4) there is no obligation to keep any Submissions confidential.

13. Third-Party Content

ProClient does not endorse or warrant any Third Party Content including but not limited to any materials, results, information, or other data provided by a third party (collectively “Third Party Content”) including any other users or subscribers and does not assume responsibility for any Third Party Content encountered on the Platform. If you use or access any Third Party Content you do so at your own risk. We recommend that you independently evaluate Third Party Content and you should not solely rely on the Third Party Content displayed on the Platform to make any decisions. If you require more information regarding any Third Party Content, please contact the owner of such Third Party Content. Further, ProClient assumes no liability for inaccuracies or misstatements made by such third parties responsible for such Third Party Content. The opinions expressed by any Third Party Content are solely the opinions of such third party.

14. Third Party Software

ProClient may offer third party integrations or software (“Third Party Software”) at its discretion. Where a Third Party Software is made available through the Platform, ProClient does not warrant or endorse any such Third Party Software. User uses any Third Party Software solely at their own risk. All such Third Party Software are controlled by third parties and such third parties are solely responsible for any claims or offerings made available through such Third Party Software. You may be required to purchase an additional subscription or otherwise pay for access to any Third Party Software from the entity that makes such Third Party Software available. Any issues with the transmission, processing, or storage of any User Content by any Third Party Software is solely to be resolved by and between you and any entity owning such Third Party Software. ProClient will not be responsible for any connectivity issues related to any Third Party Software and the Platform. Any Third Party Software is subject to the terms and conditions of the owner of such Third Party Software.

15. Agreements Between Subscribers and Users

Any agreements entered into between a User and any party (including any Subscribers) are solely between the parties and ProClient is not a party to such agreements. User shall indemnify and hold harmless ProClient from any claims related to any third parties in accordance with this Agreement. Please be aware that any agreements entered into between a User and a Subscriber may not abridge any contractual rights of ProClient as set forth within this Agreement. User is solely responsible for resolving any issues with any Subscribers.

16. Disclaimer

THE PLATFORM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER PROCLIENT, NOR ANY OF OUR EMPLOYEES, DIRECTORS, MEMBERS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY ASSOCIATED SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. PROCLIENT DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. PROCLIENT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. PROCLIENT DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND PROCLIENT SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.

17. Limitation of Liability

IN NO EVENT SHALL PROCLIENT, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT PROCLIENT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY PROCLIENT’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED, YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED UNITED STATES DOLLARS, WHICHEVER IS GREATER.

18. Indemnity

You agree to defend, indemnify and hold harmless ProClient, its officers, directors, members, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

• your use of and access to the ProClient Platform;
• your violation of any term of this Agreement; or
• your violation of any third party right, including without limitation any copyright, property, or contractual right.

This defense and indemnification obligation will survive this Agreement and your use of the ProClient Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

19. Copyrights

Takedown Notice
We take copyright infringement very seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using our Platform, please send us a message which contains:

• Your name.
• The name of the party whose copyright has been infringed, if different from your name.
• The name and description of the work that is being infringed.
• The location on our Platform of the infringing copy.
• A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
• A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of ProClient, support@proclient.com or Ultimate Tax Service, Inc. 1500 Plaza Pl., Muscatine, IA 52761.

Counter Notice
In the event that you receive a notification from ProClient stating content posted by you has been subject to a DMCA takedown, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:

• Your name, address, email and physical or electronic signature.
• The notification reference number (if applicable).
• Identification of the material and its location before it was removed.
• A statement under penalty of perjury that the material was removed by mistake or misidentification.
• Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your service provider is located (if you are not in the US).
• Your consent to accept service of process from the party who submitted the takedown notice.

Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice to: ProClient, support@proclient.com or Ultimate Tax Service, Inc. 1500 Plaza Pl., Muscatine, IA 52761.

20. Choice of Law

This Agreement shall be governed by the laws in force in the state of Iowa. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

21. Disputes

Any dispute relating in any way to this Agreement or your use of the Platform shall be submitted to binding arbitration in Muscatine, IA. Any and all disputes arising out of or relating to this Agreement, including fraud in the inducement, whether in contract or tort, law or equity, shall be resolved by final arbitration before one (1) arbitrator in accordance with the then applicable Comprehensive Rules of Judicial Arbitration and Mediation Implementation Services, Inc., such rules may be found at https://www.jamsadr.com/. Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Any claim or cause of action arising out of, related to or connected with this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. The dispute resolution procedures in this section shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, confidential information, or trade secrets such remedies abovementioned requiring injunctive relief shall be heard in a court of competent jurisdiction located within Muscatine County, IA.

Opt-Out
You may opt-out of this dispute resolution provision by notifying ProClient within 30 days of the date on which you entered into this Agreement or purchased a subscription, whichever is earlier. You must do so by writing to Ultimate Tax Service, Inc. 1500 Plaza Pl., Muscatine, IA 52761 attn: Arbitration Opt-Out, and you must include your name, address, account information, and a clear statement that you do not wish to resolve disputes with ProClient through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within Muscatine County, IA.

22. Class Action Waiver

You and ProClient agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.

23. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement you may have with ProClient are deemed to conflict with each other’s operation, ProClient shall have the sole right to elect which provision remains in force.

24. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

25. Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Disclaimer, User Content, Access, Payment, Indemnification, Class Action, and Arbitration sections.

26. Entire Agreement and Notices

This Agreement, the Subscriber Terms (where applicable) along with the Privacy Policy constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Where this Agreement expressly and directly conflicts with the Privacy Policy, this Agreement shall control. Where this Agreement conflicts with the Subscriber Terms the Subscriber Terms shall control. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Any notices required under this Agreement shall be delivered to Ultimate Tax Service, Inc. 1500 Plaza Pl., Muscatine, IA 52761, delivery confirmation required. Any notices to User or Subscriber shall be delivered either electronically via email to User or Subscriber’s account or to the address listed within User or Subscriber’s account.

27. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.

28. Electronic Communications

The communications between you and ProClient use electronic means, whether you visit the Platform or send ProClient e-mails, or whether ProClient posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from ProClient in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that ProClient provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

29. Platform Issues

If you have any questions, issues, or have trouble accessing or using the Platform, please contact us through the Platform or by email at support@proclient.com

30. Termination

We may terminate this Agreement or your access to the Platfrom if: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm ProClient, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so. Please be aware that upon termination of your account, access to all or portions of our Platform may become immediately disabled and any User Content stored on the Platform may become inaccessible or deleted and we shall have no liability to you in regards to any retention of your User Content.

31. California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about ProClient must be sent to: Ultimate Tax Service, Inc. 1500 Plaza Pl., Muscatine, IA 52761, or support@proclient.com.

Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.