Effective March 25, 2021

TERMS AND CONDITIONS OF USE

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE ACCESSING OR USING THE WEBSITE, HiTechCPA.com AND OUR PRODUCT OFFERINGS, INCLUDING BUT NOT LIMITED TO, Rev Rex.

BY ACCESSING OR USING THE WEBSITE AND UTILIZING REV REX YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN.  IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THIS WEBSITE, IN ANY WAY.

  1. Acceptance of Terms

Thank you for selecting HiTech CPA, LLC.  Subject to this Terms and Conditions of Use Agreement (“Agreement”), Hitech CPA, LLC, its affiliates, and our product offerings, including but not limited to, Rev Rex and/or revrex.com (collectively, “HiTech CPA”, “us”, “we”, “our”, “Website”, “Website(s)”) gives you certain rights and imposes on you certain responsibilities as more fully described below.  This Agreement constitutes a legal agreement between HiTech CPA and you, and it governs your use of our Website(s).  By accepting this Agreement or by accessing and using our Website(s), you indicate that you have read, fully understood, and agree to be bound by the terms of this Agreement and all additional terms, incorporated by reference in this Agreement, and as may be amended from time to time.  If you are entering into this Agreement on behalf of another company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity and its affiliates.  If you do not have such authority, or if you do not agree with and accept the terms and conditions of this Agreement, you must not accept this Agreement and may not use, register for, or participate in our Website(s), in any way, whatsoever.

HiTech CPA shall have the right to change or add to the terms of this Agreement at any time, at its sole and absolute discretion.  We periodically update this Agreement, so you must regularly review them.  We will post the effective date of any updates at the beginning of this Agreement.  By continuing to use our Website(s) after an update, you agree to the terms of the update and modification. 

In addition, when using our Website(s), you will be subject to any and all additional terms applicable to our Website(s) which may be posted from time to time, including, without limitation, to the Privacy Policy.  All such terms are incorporated by reference into this Agreement.

If any change to this Agreement is not acceptable to you, your only remedy is to stop using our Website(s) and send a cancellation email to info@hitechcpa.com. 

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  2. Description of Content

The content and products provided by us includes (a) the Website, (b) RevRex and/or rev/rex.com (c) HiTech CPA’s state sales tax preparation for restaurants and related industries as to the State of California only, (d) all software, data, reports, and content made available through any of the foregoing, (e) any new features added to or augmenting our Website(s), (f) all material on our Website(s), including information, data, software, photographs, graphs, videos, text, graphics, music, sounds, compilations, and any other content (collectively, the “Content”).  Said Content is the property of HiTech CPA or our third-party content suppliers and is protected by United States and international copyright laws.  You shall utilize the Content solely for the uses specifically authorized on our Website(s) and you will make no other use of it without HiTech CPA’s express written permission.  Except as specifically authorized, you shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the Content.  The Content is not for resale. You shall not delete or alter any proprietary rights or attribution notices in the Content.  HiTech CPA does not claim copyright for information provided by governmental agencies, but to the extent a compilation of that information was created by HiTech CPA, we own the rights to that specific compilation.

  1. Access and Use

Subject to the terms and conditions of this Agreement, you may use our Website(s) solely to track transactions associated with state sales tax preparation for restaurants and related industries in the State of California only.  You are not licensed or permitted under this Agreement to do any of the following: (i) attempt to access any other HiTech CPA’s systems, programs, or data that are not made available for use through paid subscription; (ii) use our Website(s) in any unlawful manner (including without limitation in violation of any data, privacy, or export control laws); (iii) work around any technical limitations in our Website(s), use any tool to enable features or functionalities that are otherwise disabled in our Website(s), or decompile, disassemble, or otherwise reverse engineer our Website(s), (iv) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make our Website(s) available to any third party, (v) perform or attempt to perform any actions that would interfere with the proper working of our Website(s), prevent access to or the use of our Website(s) by HiTech CPA’s other licensees or customers, or impose an unreasonable or disproportionately large load on our infrastructure; or (vi) otherwise use or otherwise exploit our Website(s) except as expressly allowed pursuant to this Agreement.  You shall comply with any codes of conduct, policies, or other notices we provide you or publish in connection with our Website(s), and you shall promptly notify us if you learn of a security breach related to our Website(s).

Furthermore, you may not use our Website(s) in a manner that involves distributing any virus, time bomb, malicious software, or other harmful or disruptive program or code; infringing or violating the rights of any third party, including rights of privacy, copyright laws, or other intellectual property rights; behaving in any obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, or hateful manner as determined by HiTech CPA, in its sole and absolute discretion; deliberately misleading anyone as to your identity, impersonating another, or falsely identifying the source of any information for any unlawful or prohibited purpose; in a way that could damage, disable, overburden, or otherwise impair or interfere with any other party’s use; or, not to obtain or try to obtain any materials or information that we have not intentionally made available to you.

If you are a tax advisor, bookkeeper, accountant, or CPA (“Advisor”) you are responsible for managing your clients’ accounts.  You agree that you are not a contractor, employee, agent, joint venturer or partner of HiTech CPA for any reason, and you act exclusively on your own behalf and for you and your clients’ benefit, and not on behalf, or for the benefit, of HiTech CPA.  We do not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of accounting services for your clients.  You represent and warrant that you have all rights, consents, and licenses necessary to provide accounting services and act as an Advisor for your clients on our Website(s), including rights to all client data, information, and other content (“Client Content”), and that neither the use of our Website(s), nor HiTech CPA’s use of the Client Content for purposes of utilizing our Website(s) and its Content will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy.  Furthermore, you represent and warrant that you have read the terms of any agreements you have entered with any third parties or clients, and your and your client’s use or participation in our Website(s) offered in will not breach any such agreements.  As an Advisor, you are responsible for your own acts and omissions and those of any clients you manage.

HiTech CPA reserves the right, in its sole and absolute discretion, to refuse to make our Website(s) available to you or to provide our Website(s) to you for any violation of this Paragraph 3, or any breach of this Agreement, and in such instances, will not refund any fees for our Website(s)/its Content/its product(s) paid by you to HiTech CPA.

  1. Reservation of Rights and Ownership; Your Content

HiTech CPA reserves all rights not expressly granted to you in this Agreement.  Our Website(s) and its Content are protected by copyright, trade secret, and other intellectual property laws.  This Agreement does not grant you any rights to trademarks or service marks of HiTech CPA or any third party.  We do not grant you license, express or implied, to any HiTech CPA intellectual property except as specifically authorized by this Agreement.  However, you are granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Website(s) and its Content solely in accordance with the terms of this Agreement.  As a condition of your use, you warrant and represent to HiTech CPA that you will not use our Website(s) or its Content in a manner inconsistent with this Agreement.

You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials that you upload, post, deliver, provide, or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to our Website(s) and its Content (“Your Content”).  You own all right, title, and interest in and to Your Content.  However, HiTech CPA shall have the right to collect and analyze data and other information relating to or obtained from our Website(s) and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom), and HiTech CPA will be free (during and after your term of use) to (i) use such information and data to improve and enhance our Website(s) and for other development, diagnostic, and corrective purposes in connection with our Website(s), HiTech CPA’s software, and other HiTech CPA offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business(es).

HiTech CPA has the right, but not the obligation, to monitor our Website(s), its Content, or Your Content.  You further agree that HiTech CPA may remove or disable any content, at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content); or, for no reason at all.  You understand that the operation of our Website(s), including Your Content, in certain circumstances, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to HiTech CPA’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain our Website(s), its software, and its Content.  Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Content.  HiTech CPA will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction, or loss of any of Your Content.

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use our Website(s), including, without limitation, modems, hardware, server, software, operating system, networking, web servers (“Equipment”).  You shall be responsible for ensuring that such Equipment is compatible with our Website(s) and complies with all configurations and specifications set forth in HiTech CPA’s published policies then in effect.

The failure of HiTech CPA to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right.  You acknowledge that this Agreement is a contract between you and HiTech CPA, even though it is in an electronic format and is not physically signed by you or HiTech CPA, and that it governs the term and conditions of your use of our Website(s).

HiTech CPA reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on HiTech CPA’s Website and in other communication with existing or potential HiTech CPA customers.  To decline HiTech CPA this right you need to email info@hitechcpa.com  stating that you do not wish to be used as a reference.

  1. Rights You Grant To Us

By submitting information, data, passwords, usernames, PINs, other log-in information, materials, and other content to HiTech CPA through our Website(s), you expressly authorize HiTech CPA to access and use your account information maintained by identified third parties, on your behalf as your agent.  We may use and store the content in accordance with this Agreement and our privacy policy. You represent that you are entitled to submit it to us for use for this purpose, without any obligation by us to pay any fees or be subject to any restrictions or limitations.  You hereby authorize and permit us to use and store information submitted by you to accomplish the foregoing and to configure our Website(s) and its Content so that it is compatible with the third party sites for which you may submit your information.  For purposes of this Agreement and access and use your account information as part of our Website(s), you grant us a limited power of attorney, and appoint us as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN HITECH CPA IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, HITECH CPA IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE.  You also understand and agree that our Website(s) is not sponsored or endorsed by any third parties accessible through our Website(s).  We are not responsible for any sales tax payment processing errors or fees or other Website-related issues, including those issues that may arise from inaccurate account information.

  1. Feedback

HiTech CPA may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about its online products and Content (“Feedback”).  You hereby grant HiTech CPA a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback, in any manner, for any purpose.

  1. No Professional Tax Opinion or Legal Advice

You acknowledge and agree that HiTech CPA does not provide legal advice, including but not limited to legal or professional tax opinions, or management advice.  Although Hitech CPA works to ensure that data and information contained in our Website(s) and its Content are current, we are dependent on third parties, such as state and local governmental agencies, to timely update and provide information that affect such data and information.  AS SUCH, YOU AGREE THAT YOU USE AND RELY UPON THE CONTENT AND OUR WEBSITE(S) AT YOUR OWN RISK AND YOU ACKNOWLEDGE THAT HITECH CPA CANNOT GUARANTEE, AND DOES NOT GUARANTEE, THAT ANY DATA AND INFORMATION CONTAINED IN THE WEBSITE OR ITS CONTENT IS ACCURATE OR CURRENT.  In addition, due to rapidly changing tax rates and regulations that require interpretation by your qualified tax professionals, you bear full responsibility to determine the applicability of the output generated by our Website(s) and to confirm its accuracy. You are responsible for your own tax policies and tax reporting positions, and for conducting your own due diligence.  You are encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice. 

The information contained in the website is for demonstrative, illustrative, and comparative purposes only.  HiTech CPA does not guarantee that any information contained within our Website(s) or its Content is accurate, complete, or current.  In many instances, the HiTech CPA has gathered information from independent sources and made it available within our Website(s), and the original information may have contained errors, and omissions.  Further, errors and omissions may have occurred in the process of gathering, interpreting, and reporting the information.  

Nothing in the Agreement shall confer upon HiTech CPA a duty to verify, update, or modify, any information, data, or outcome obtained within or by our Website(s) or its Content, and you hereby acknowledge that any and all information, data, or outcome  within our Website(s) and its Content are not updated or modified in “real time;” or, even at all.  In addition, you are cautioned that the process used for calculating California State Sales Tax for restaurants is not always consistent.  Again, you should independently research, investigate, and verify all the information provided by HiTech CPA, our Website(s), and its Content before relying on it or using it.

CAUTION! YOU SHOULD INDEPENDENTLY RESEARCH AND VERIFY INFORMATION UTILIZED WITHIN OUR WEBSITE(S) AND ITS CONTENT BEFORE RELYING ON IT

You also acknowledge and agree that the results garnered by you through the use of our Website(s) and its Content merely involves a possible, unaudited, and unverified approximation of California State Tax Sales Tax calculations based solely on information you provide.  Again, HiTech CPA, its personnel, and affiliates are not providing you with any tax advice or guidance, in any way, whatsoever.

  1. Third Party Services

In connection with the promotion or your use of our Website(s), HiTech CPA may enable linking with, or otherwise make you aware of various third-party services and products (“Third-Party Services”).  These Third-Party Services may include tax return preparation, refund processing, professional tax review and audit defense, as well as, business valuations and assistance with any possible sale of your business, among other things.  If you decide to use Third-Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third-Party Services.  To take advantage of features and capabilities related to linked Third-Party Services, we may ask you to authenticate, register for or log into Third-Party Services through either our Website or on the websites of other respective providers.  For more information about the implications of activating these Third-Party Services and HiTech CPA’s use, storage, and disclosure of information related to you and your use of Third-Party Services within Hitech CPA, please see our privacy policy (Privacy Policy).  However, please remember that the manner in which Third-Party Services use, store, and disclose your information is governed solely by the policies of such third-parties.  You agree that the third-party provider, and not HiTech CPA, is solely responsible for the performance of the Third-Party Services.

  1. Third Party Websites

Our Website(s) may contain or reference links to websites or other resources on the Internet (including without limitation Third-Party Services) operated by third-parties (“Third-Party Website” or “Third-Party Websites”).  These links are provided as a convenience only.  Such Third-Party Websites are not under the control of HiTech CPA.  As such, HiTech CPA is not responsible for the content of any Third-Party Website or any link contained in a Third-Party Website.  HiTech CPA does not review, approve, monitor endorse, warrant, or make any representations with respect to Third-Party Websites, and the inclusion of any link in our Website(s) is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by HiTech CPA of any information contained in any Third-Party Website. In no event will HiTech CPA be responsible for the information contained in such Third-Party Website or for your use of or inability to use such website.  Access to any Third-Party Website is at your own risk, and you acknowledge and understand that linked Third-Party Websites may contain terms and privacy policies that are different from those of HiTech CPA.  We are not responsible for such provisions, and expressly disclaim any liability for them.

  1. Payment & Collection

To the extent our Website(s) or any portion thereof is made available for any fee, you will be required to select a payment plan and provide HiTech CPA information regarding your credit card or other payment instrument.  You represent and warrant to HiTech CPA that such information is true and accurate and that you are authorized to use said payment instrument.  You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.  In the event you owe HiTech CPA any amounts related to your use of our Website(s), HiTech CPA reserves the right to seek collection of any amount unpaid. You hereby authorize HiTech CPA to bill your payment instrument with any such owed amounts.  If you dispute any charges you must let HiTech CPA know within ten (10) days after the date that HiTech CPA bills you. We reserve the right to change our prices at any time at our sole and absolute discretion.  If HiTech CPA does change prices, we will provide notice of the change on the Website or in an email to you, at our option, at least ten (10) days before the change is to take effect.  By accepting this Agreement and purchasing monthly access to our Website(s) or purchasing any other product from us, you agree to (a) pay the applicable fees for our Website(s) and (b) use our Website(s) and its Content in compliance with this Agreement, as updated from time to time.  If either you or HiTech CPA terminates your access to our Website(s) for any reason other than your breach of this Agreement, then as your sole remedy for such termination, HiTech CPA will refund a pro rata amount of any unused, prepaid fees.

  1. Representations and Warranties

You represent and warrant to HiTech CPA that (i) you have full power and authority to enter into this Agreement; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow HiTech CPA to perform its function) in connection with our Website(s) and its Content without obtaining any further releases or consents; (iii) Your Content and other activities in connection with our Website(s), and our exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third-party’s right, nor does Your Content contain any matter that is unlawful; and, (iv) you are eighteen (18) years of age or older.

  1. User ID and Password Security

You are solely authorized to use your user ID and password and are responsible for maintaining the confidentiality of your user ID and password.  You shall not permit or allow others to have access to or use your user ID and password, provided that HiTech CPA reserves the right to access your account to respond to your requests for technical support, or any other purpose.  You are responsible for all use of our Website(s) under your user ID.  You must create a user ID and password in order for you to access your California State Sales Tax data at a later date.

  1. Privacy of Information

Our privacy policy can be reviewed at Privacy Policy.  To contact us with a question, email info@hitechcpa.com .

  1. DISCLAIMER OF WARRANTIES

THE INFORMATION, DATA, AND CONTENT HEREIN AND IN OUR WEBSITE(S) AND ITS CONTENT ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HITECH CPA, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, RETAILERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ANY AND ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INFORMATION, DATA, AND CONTENT HEREIN AND IN OUR WEBSITE(S) AND ITS CONTENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT.  HITECH CPA DOES NOT WARRANT THAT OUR WEBSITE(S) AND ITS CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, ACCURACY, OR OTHER PROGRAM LIMITATIONS NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS, ACCURACY, VERIFIABILITY, THAT MAY BE OBTAINED FROM USE OF OUR WEBSITE(S) OR ITS CONTENT, AND NO INFORMATION WHATSOEVER OBTAINED BY YOU FROM HITECH CPA OR THROUGH THE OUR WEBSITE(S), ITS CONTENT, OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF UTILIZATION OF OUR WEBSITE(S) AND ITS CONTENT, AS APPLICABLE.  HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. AGAIN, HITECH CPA SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT ANY GOVERNMENTAL INFORMATION (INCLUDING INFORMATION REGARDING CALIFORNIA STATE SALES TAX RATES OR THE APPLICABILITY OF CERTAIN TAXES) IS ACCURATE, CURRENT, OR APPLICABLE TO YOU OR YOUR BUSINESS.

  1. LIMITATION OF LIABILITY AND DAMAGES

YOU UNDERSTAND THAT HITECH CPA SHALL NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE, AND IS NOT RESPONSIBLE FOR ANY REJECTION OF YOUR TAX RETURN OR ANY RESULTING TAXES, PENALTIES, FINES, OR INTEREST AS A RESULT OF USING OUR WEBSITE(S) AND ITS CONTENT.  FURTHER, HITECH CPA SHALL NOT BE RESPONSIBLE FOR ANY TAXES, PENALTIES, FINES, AND INTEREST THAT ARE ASSESSED AS THE RESULT OF INCORRECT, INCOMPLETE, OR MISLEADING INFORMATION THAT YOU HAVE GIVEN TO HITECH CPA IN CONNECTION WITH YOUR CALCULATION OF YOUR CALIFORNIA STATE SALES TAXES AND/OR THEIR PREPARATION/ROLE IN YOUR TAX RETURN.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE ENTIRE CUMULATIVE LIABILITY OF HITECH CPA AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OUR WEBSITE(S) AND ITS CONTENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU, TO HITECH CPA, FOR THE USE OF THE WEBSITE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HITECH CPA AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR TAX RETURN, DELAY IN PREPARING YOUR TAX RETURN, INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO OR BY HITECH CPA, ANY ACCESS TO, OR USE OF, YOUR PASSWORD AND USER ID BY AN UNAUTHORIZED PERSON, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF HITECH CPA OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  IN NO EVENT WILL HITECH CPA BE LIABLE FOR ANY LOSS, COST, LIABLITY, OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD-PARTY SERVICES OR THIRD-PARTY WEBSITES. IN NO EVENT DOES HITECH CPA ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE OUR WEBSITE(S) OR ITS CONTENT.  IN NO EVENT DOES HITECH CPA ASSUME ANY LIABILITY FOR ANY INACCURATE INFORMATION, DATA, OR OUTCOME IN OR FROM OUR WEBSITE(S) OR ITS CONTENT.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HITECH CPA AND YOU.  HITECH CPA WOULD NOT BE ABLE TO HAVE PROVIDED OUR WEBSITE(S) AND ITS CONTENT WITHOUT SUCH LIMITATIONS.

  1. Indemnification

You acknowledge and agree that you shall defend, indemnify, and hold harmless HiTech CPA from and against any claims, actions or demands, including without limitation to reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of Your Content, or your other access, contribution to, use or misuse of our Website(s) or its Content.  HiTech CPA shall provide notice to you of any such claim, suit, or demand.  HiTech CPA reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting HiTech CPA’s defense of such matter.

  1. Miscellaneous

You may not assign, transfer, or convey this Agreement without the prior express written consent of HiTech CPA, such consent may be withheld at the sole and absolute discretion of HiTech CPA.  However, HiTech CPA may assign, sell, transfer, or convey this Agreement, in whole or in part, without restriction.  This Agreement (and any additional terms and conditions with which HiTech CPA amends or supplements this Agreement), is a complete and entire statement of the agreement between you and HiTech CPA, and sets forth the entire liability of HiTech CPA and its Suppliers and your exclusive remedy with respect to our Website(s), its Content, their use.  Except as expressly stated herein, you agree that HiTech CPA is not acting as your agent or fiduciary in connection with your use of the any use of our Website(s) or its Content and/or the any results therefrom.  The Suppliers, agents, employees, distributors, and dealers of HiTech CPA are not authorized to make to make any additional representations, commitments, or warranties binding on HiTech CPA.  Any waiver of the terms herein by HiTech CPA must be in a writing signed by an authorized officer of HiTech CPA and expressly referencing the applicable provisions of this Agreement. No failure by HiTech CPA to insist upon the strict performance of any covenant, duty, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.  HiTech CPA shall be not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third-parties, electrical or communication system failures, or governmental action.  If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.  The rights and obligations of the parties to this Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, as applied to agreements entered into and to be performed entirely within Arizona.  Each party hereto consents to the exclusive jurisdiction of any state or federal arbitration court located within Maricopa County of the State of Arizona and waives personal service of any and all process upon it.  In the event of any breach, default, or dispute between the parties arising out of this Agreement, each party consents to final and binding arbitration through the American Arbitration Association (“AAA”) in Phoenix, Arizona.  ALL PARTIES EXPRESSLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT.  THIS WAIVER IS IRREVOCABLE AND MAY ONLY BE MODIFIED BY THE WRITTEN CONSENT OF ALL PARTIES.  EACH PARTY ACKKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO CONSULT WITH THEIR RESPECTIVE ATTORNEYS WITH REGARDS TO THE WAIVER OF RIGHTS PERTAINING TO THIS SECTION.  Each party also acknowledges and agrees that it has had adequate time and opportunity to consult with legal counsel of their choosing, prior to the execution of this entire Agreement, and also participate in the negotiations and drafting related to this Agreement, prior to signing, executing, and entering into this Agreement, and do so freely and voluntarily.  Headings are included for convenience only, and shall not be considered in interpreting this Agreement.  As used in this Agreement “including” means “including but not limited to”.  As used in this Agreement “sales tax” means “California State Sales Tax as to restaurants and related industries”.  This Agreement does not limit any rights that HiTech CPA may have under trade secret, copyright, patent, or other laws.  Nothing herein shall impose any obligation on the part of HiTech CPA to enter into or continue any transaction with you. 

  1. Termination

Subject to earlier termination as provided below, HiTech CPA may terminate your account and this Agreement, at any time whatsoever, for any reason whatsoever, with or without cause, without prior notice, by simply providing notice to the email address associated with your account.  Upon such termination, you must immediately cease using our Website(s) and its Content.  Any termination of this Agreement shall not affect HiTech CPA’s rights herein, including all accrued rights to payment.  HiTech CPA reserves the right to modify or discontinue, temporarily or permanently, our Website(s) or its Content (or any part thereof).  All of Your Content (if any) on our Website(s) may be permanently deleted by HiTech CPA upon any termination of your account, in its sole and absolute discretion.  You may also terminate your account with HiTech CPA at any time from within your account settings.

  1. U.S. Government Restricted Rights

You may not remove or export from the United States or allow the export or re-export of our Website(s) or its Content or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the software and documentation, if any, installed by us on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

  1. Questions

You can contact HiTech CPA by email at info@hitechcpa.com  if you have a question or concern or complaint about our Website(s), its Content, or any product we provide over the Internet.