End User License Agreement

Before accessing the Portal you need to accept the End User License Agreement. Read the agreement and click the
I Accept the License Agreement button at the end of this page.


TERMS OF WEB SITE USE

PORTAL END USER LICENSE AGREEMENT

IMPORTANT – PLEASE READ CAREFULLY:

Welcome to the Martin Henry Chartered Professional Accountants’ Portal (the “MH Portal”).

This End User License Agreement together with the terms and conditions of Martin Henry’s privacy notice (the “Privacy Notice”), which is published at https://www.martinhenry.ca/privacy and which are collectively referred to as the “Agreement”, outline the terms and conditions which govern your use of the MH Portal and explain how personal information is treated and the privacy protections that are in place when you use the MH Portal.

Please take the time to read and ensure you understand the terms and conditions of the Agreement and if you have questions about the Agreement, you may contact us at 604-648-2827 or seek independent legal advice.

THE AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU (“YOU” OR THE “AUTHORIZED USER”) AND MARTIN HENRY (DEFINED BELOW) (“MH”).

By clicking the “I ACCEPT” button link below , you agree to be bound by the Agreement (as amended from time to time in accordance with the terms and conditions set out below).

If you do not agree to be bound by the Agreement, you may not use the MH Portal and must click the “I DO NOT ACCEPT” button link below.

A. Who does this Agreement apply to?

Martin Henry Chartered Professional Accountants is a network of chartered accountants, operating through a partnership and corporate arrangements. For the purposes of this Agreement, MH includes, all corporate and individual partners providing services under the trade name Martin Henry or Martin Henry Chartered Professional Accountants from time to time, their directors, principals, employees, contractors, agents, and affiliates.

“You” in this Agreement means each person accessing the MH Portal and where the context applies, the business entity, organization, corporation, partnership, society or other legal entity on behalf of which the MH Portal is being accessed or used.

B. Use of the MH Portal

In exchange for MH agreeing to provide tax, accounting and related services to you (the “Professional Services”), MH makes the MH Portal available to you. It is a means by which you and MH can send or receive information that MH may use in performing, advising on, or reporting on Professional Services for you or your business, corporation, society, partnership, trust, individual or other legal entity on whose behalf you are using the MH Portal.

This Agreement governs your use of the MH Portal only and does not govern the provision of Professional Services which is governed by MH’s engagement contract with you.

Subject to any applicable laws, rules or regulations which would prohibit you from accessing or using the Portal, MH grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the MH Portal for personal or business purposes, conditioned on your continued compliance with the terms and conditions set out in the Agreement. This license is for the sole purpose of enabling you to use and enjoy the benefit of the MH Portal, in the manner permitted by this Agreement.

C. Restrictions on Use of MH Portal

The foregoing license is limited in the following ways:

  • You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, or commercially exploit any data provided by MH through the MH Portal in any manner not expressly permitted by this Agreement.
  • You may not tamper with or otherwise interfere or attempt to interfere in any manner with the functionality or proper working of the MH Portal.
  • You may not make illegal use of the MH Portal or use it for purposes which are illegal.
  • You may not interfere with anyone else who is a user of the MH Portal in their use of the MH Portal.
  • You agree not attempt to gain access to MH’s computer system or any other computer systems.
  • You may 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 MH Portal.
  • You agree not to access or attempt to access any product or services offered via the MH Portal by any means other than the interface that is provided by MH.
  • You agree not to post or transmit any information that you do not have the right to provide through the MH Portal including, but not limited to material or information that: (a) would result in a violation of applicable laws or regulations; (b) infringes any person’s intellectual property, privacy or other proprietary rights; (c) is or is likely to be perceived as defamatory, threatening, misleading, offensive, inappropriate, or materially misrepresents facts; (d) adversely affects performance or availability of the MH Portal, or places an undue load on the network resources; (e) contains any virus, harmful component or corrupted data; or (f) contains any advertising, promotion or solicitation.
  • You will not do any of the following with respect to the MH Portal or its related technology and databases, nor will you permit or authorize anyone else to do any of the following on your behalf: (a) copy or reproduce any portion of the MH Portal; (b) modify or create a derivative work of the MH Portal; (c) reverse engineer, decompile or otherwise attempt to extract the source code of the MH Portal or any part thereof; (d) redistribute, encumber, sell, sublicense, grant a security interest or otherwise transfer or assign any rights in relation to the MH Portal or part thereof.
  • You will not access or use any portion of the MH Portal except for the purposes stated in and otherwise in accordance with this Agreement.

D. User Obligations

Registering for the MH Portal

As part of registering for the MH Portal, you will be provided with a username and password. You will be required to enter your username and password every time you wish to access the MH Portal. Your username and password are personal to you and/or your business or other legal entity to which they are provided and are non-transferable. You must keep them confidential and not communicate them to anyone else. You are solely responsible for ensuring that only authorized representatives have access to the MH Portal.

Where you are accessing the MH Portal on behalf of a company, partnership, society,trust, individual or other form of legal entity, you represent and warrant that you are an authorized representative of the party on whose behalf you are using the MH Portal.

If you become aware of a breach of security or any unauthorized use of your username or password, you agree to notify MH immediately at portal@martinhenry.ca.

From time to time, you may wish to provide access to the MH Portal to contractors, agents, employees, or others for the purpose of assisting you in utilizing the services provided by the MH Portal or for the purpose of providing access to information of yours that is located on the MH Portal. While such access may be granted, you are solely responsible for all use of the MH Portal using your username and password, regardless of who uses them and regardless of whether authorized by you.

At no time will MH have any responsibility or liability to any person in connection with any unauthorized use of the MH Portal usernames or passwords or the MH Portal.

User Obligations

By downloading, accessing or using the MH Portal, you represent that you are at least the age of majority, and will at all times provide true, accurate, current and complete information when submitting information or materials on the MH Portal. In addition, you agree to abide by all applicable provincial, federal and international laws and regulations with respect to the use of the MH Portal.

D. Ownership of the MH Portal, it’s Content, and access rights

Content and Intellectual Property

This Agreement provides only a limited license to access and use the MH Portal. Aside from content that you upload to the MH Portal (“Your Content”), MH owns all right, title, and interest in the MH Portal and all content on the MH Portal that is not Your Content (“MH Content”), including but not limited to all text, graphics, user interfaces, visual interfaces, photographs, sounds, computer code, programs, software, products, information, interactive features, and documentation, as well as the design, structure, arrangement of any content contained on or available through the MH Portal.

All names, logos and icons identifying MH, its programs, products and services are proprietary trademarks of MH and use of such marks, including without limitation domain names, without the written permission of MH is strictly prohibited.

The MH Portal, including without limitation the MH Content, and all intellectual property associated with the MH Portal, is provided to you 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 MH. If you download or print any MH Content for personal use, you must retain all copyright and other proprietary notices contained therein and may not circumvent, disable or otherwise interfere with security-related features of the MH Portal or features that prevent or restrict use or copying of the MH Content or enforce limitations on use of the MH Portal or the MH Content.

MH does not grant you any rights or licenses with respect to the MH Portal, its related technology, MH Content, or MH’s intellectual property, other than as expressly set out in this Agreement. You may not take any action to jeopardize any of MH’s ownership or rights concerning the MH Portal, its related technology and information, the MH Content or intellectual property rights.

CCH ProSystem fx Master Software License Agreement

In connection with providing access to you to the MH Portal and services related thereto, MH 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 agree that you will thoroughly and completely review the terms of the CCH Software License Agreement, and that you will use reasonable efforts to ensure that your use of the MH Portal will not cause or result in any violation of you as “Client” or MH as “Customer” under the terms of the CCH Software License Agreement.

Monitoring

MH may at any time log in to your account, and review and otherwise examine any information stored on or passing through the MH Portal, and MH’s networks or systems, including without limitation any private or personal information that is on the MH Portal.

Copyright and Trademark policies

It is MH’s policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law and MH may terminate the accounts of parties alleged to be infringing any such laws.

E. DISCLAIMER: NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE AVAILABILITY, FUNCTIONALITY OF THE MH PORTAL

No Representations or Warranties

While MH endeavors to provide reliable information, services, programs, software and materials, THE MH PORTAL IS PROVIDED ON AN “AS IS” AND ‘AS AVAILABLE’ BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MH DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE MH PORTAL, WHETHER EXPRESS, IMPLIED OR STATUTORY (EXCEPT WHERE REQUIRED BY LAW), including but not limited to the following:

(a) MH makes no representation or warranty with respect to the availability or functionality of the MH Portal. For a variety of reasons, the MH Portal, or portions of it, may be unavailable temporarily or permanently with or without notice to you and your access to and use of the MH Portal and any services available through the MH Portal may be suspended, delayed, unavailable or cancelled as a result.

(b) MH makes no representations or warranties about the results that can be achieved from or the suitability, completeness, timeliness, reliability, legality or accuracy of the MH Portal.

(c) MH expressly disclaims all warranties, of merchantability, fitness for a particular purpose, or non-infringement or any other implied warranty.

(d) MH makes no representation or warranty that the MH Portal will operate error free or in an uninterrupted fashion or that any downloadable files or information will be free of viruses or contamination or destructive features.

YOU ASSUME THE SOLE RISK OF MAKING USE OF THE MH PORTAL AND BEAR THE SOLE RESPONSIBILITY FOR ANY LOSSES, DAMAGES, LIABILITIES, OR OTHER COSTS OF ANY KIND THAT YOU MAY INCUR OR BE LIABLE FOR AS A RESULT (DIRECTLY OR INDIRECTLY) DUE TO THE USE, UNAVAILABILITY OR LACK OF FUNCTIONALITY OF THE MH PORTAL.

Suspension of Use

MH may suspend access to any portion or all of the MH Portal at any time, on a system-wide basis, including, but not limited to, for the following reasons: (a) to conduct maintenance or make modifications to the MH Portal; (b) in the event of a denial of service attack or other attack on the MH Portal or other event that may create a risk to the MH Portal, to your or any one or more of MH’s customers; (c) in the event that MH determines that any service being provided on or through the MH Portal is prohibited by law or MH otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons.

Security

The MH Portal utilizes industry standard and accepted security systems and complies with relevant privacy legislation in an attempt to eliminate unauthorized access to private information. MH does not however guarantee the security of your personal and private information. By using the MH Portal, you assume all risks associated with unauthorized access and subsequent use of your personal and private information and at no time will MH have any responsibility or liability to you in connection with any such unauthorized access or use of your personal and private information.

Data Loss

Information and data entered on or through the MH Portal may be irretrievably lost or destroyed at any time. It is your responsibility to make all necessary copies and backups of any appropriate information on the MH Portal. MH will have no liability to you as a result of your inability to access any portion of the MH Portal or any related data or information, nor for the loss or destruction of any of that data or information.

Other Content

The MH Portal may include hyperlinks to other web sites, content or resources that are not owned or controlled by MH. MH assumes no responsibility for the content, privacy policies, or practices of any sites or resources which are provided by companies or persons other than MH. MH 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. MH 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 MH Portal and to read the terms and conditions and privacy policy of each other website that you visit.

F. Limitation of Liability

To the maximum extent permitted by law, MH will not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, including without limitation damages for lost profits or revenues, loss of goodwill, work stoppage, business interruption, security breaches, viruses, computer failure or malfunction, authorized and unauthorized use of data or personal information, loss of data, other intangible losses, cost of procurement of substitute goods or services, tax losses, or any commercial damages arising under or in connection with, or caused by:

(a) this Agreement;

(b) the MH Portal including, without limitation, the use of or inability to use the MH Portal or any web site linked to the MH Portal;

(c) any information obtained by you via or in connection with the MH Portal; or

(d) any other matter the subject of this Agreement.

The foregoing Limitation of Liability shall apply in any action, whether in contract, tort, strict liability, or any other actionable claim, even if MH had or should have had knowledge of the possibility of such damages, or even if such damages were foreseeable.

Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. IN THAT EVENT ONLY, the total liability of MH for any reason whasoever related in any way to the matters listed in (a)-(d) above, shall not exceed the amount by which MH’s insurance coverage in respect of such damage extends.

Without limiting the above, you expressly absolve and release MH from any claim of harm resulting from a cause beyond MH’s control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, authorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, labor problems, wars or government restrictions.

The foregoing limitations of liability shall not affect any professional legal obligations that may be owed to you by MH relevant to the provision of professional services, nor any limitation of liability you may provide or have provided to MH in respect of the provision of tax services.

G. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless MH from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from or in connection with: (i) ) your use of and access to the MH Portal or that of any third party who is given or gains access to the MH Portal due to your action or inaction; (ii) your inability to use the MH Portal or any web site linked to the MH Portal(ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. At any time MH, in its sole discretion, assume the defense of any claim. This indemnification obligation will survive the term of this Agreement.

H. Modification and Termination of this Agreement

This Agreement and your right to use the MH Portal will take effect at the moment you click “I ACCEPT” or you install, access or use the MH Portal and is effective until terminated as set forth below. This Agreement will terminate automatically if you click “I REJECT.”

Amendments to this Agreement

MH reserves the right at any time may, and for any reason in its sole discretion:

(a) amend this Agreement;

(b) change the terms of use of the MH Portal;

(c) change, suspend, discontinue or terminate on a systemic basis all or any aspects of the MH Portal, or this Agreement,

by providing notice to you. MH will endeavor (but is not obligation to) provide at least 48 hours notice of any changes, suspension, discontinuance or termination of this Agreement. Notice may be provided in any format, including electronically via email or via the MH Portal.

Any changes to the terms of use of the MH Portal or this Agreement will be displayed at all times on the Portal. You will note that at the bottom of this Agreement, the date of last modification is indicated. You agree to check the revision date with each use to ensure you are in agreement with the latest revisions. Your use of the MH Portal will be deemed to constitute your acceptance of the amended terms and conditions of use and of any amendments to this Agreement and such will become effective. If you reject the amended terms and conditions of use or the amendments to this Agreement you are no longer entitled to use the Portal and you agree to stop using it immediately.

If at any time, you are dissatisfied with the MH Portal, its content or the terms and condition of this Agreement, you agree that your sole and exclusive remedy is to stop using the MH Portal

Termination due to fraud, unlawful activity, etc.

MH reserves the right at any time and on reasonable grounds, (which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity, or breach of this Agreement) to deny you access to the MH Portal or to any portion thereof to protect MH’s name, goodwill, business, reputation, and/or to protect other authorized users. Termination will be effective without notice.

You may also terminate this Agreement at any time by ceasing to use the MH Portal.

On Termination

On termination or expiration of this Agreement, you are personally liable for any charges that you incur prior to such termination or expiration.

Any provisions of this Agreement which expressly or by implication are intended to survive termination or expiration of this Agreement will survive and continue to bind the parties, including without limitation, the provisions concerning MH’s proprietary rights, indemnity, disclaimers of warranty, limitation of liability and

K. General

Entire Agreement

This Agreement constitutes the entire agreement between you and MH regarding the subject matter hereof and supersedes any and all prior or contemporaneous representations, understandings, agreements, or communications between you and MH, whether written or oral, regarding the matters the subject of this Agreement. This Agreement shall remain in full force and effect (as amended pursuant to this Agreement) until terminated in accordance with provisions herein.

Notices

All Notices from MH to you in relation to this Agreement may be provided to you by posting such notice on the MH Portal or by email to you.

All notices by you to MH shall be by email to portal@martinhenry.ca or in writing and sent to:

Martin Henry Chartered Professional Accountants

101 – 1012 Balfour Avenue

Vancouver, BC V6H 1X1

CANADA

Notices shall be deemed to have been given if sent by electronic transmission on the date that is one business day after the date of receipt, or if by mail, on the date received or on the date that is the sixth date after mailing, whichever is earlier.

Governing Law

This Agreement shall be governed by, construed and enforced according to the laws of the Province of British Columbia and you agree to submit to the exclusive jurisdiction of the courts of British Columbia.

Conflict and Severability

If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, any invalid or unenforceable portions shall be severed and the remaining portions of this Agreement will remain in full force and effect. If there is a conflict between this Agreement and any procedures or requirements set out in the MH Portal, the provisions of this Agreement will prevail.

Waivers

No right or breach of this Agreement may be waived except in writing by MH and the failure of MH to require performance of any provision or failure of MH to enforce any provision of this Agreement will not constitute a waiver.

Remedies for Breach

You acknowledge that any breach, threatened or actual, of this Agreement will cause irreparable injury to MH that would not be quantifiable in monetary damages and MH would not have an adequate remedy at law. You therefore agree that MH shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under this Agreement and you agree to waive any requirement that MH post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to MH to enforce any provision of this Agreement.

Assignment

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

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

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 MH.

Independent Legal Advice

As this is a legally binding contract on you, you are advised to obtain independent legal advice prior to your use of the MH Portal.

Last Revision Date

This Agreement was last revised on December 29, 2016.


 


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