Client Portal Agreement & Use Policy

This Client Portal Agreement & Use Policy (the “Agreement”) is made by and between The Bynes Company Office Solutions, LLC (the “Firm”) and each individual, business, organization or other person or entity (the “Client”) that uses one or more Client Portals provided by the Firm. Each time such Client Portal is used, an implicit affirmation is given for the acceptance of the following terms and conditions.

Purpose

The Firm provides a voluntary Portal using the Paymo third party software and hosting to permit easy and secure electronic transfer of documents between Client and the Firm as well as on-going Client access to certain documents (which may include confidential documents) created or maintained by the Firm.  The Firm has sole discretion to decide which types of documents can be uploaded or viewed on the Client Portal. The Firm is not responsible for the security of any material that Client downloads from the Client Portal.

Acceptance of Terms of Use

The Firm’s portal system is offered to you conditional upon your acceptance of the terms, conditions, and notices contained herein and updated from time to time. By using the Client Portal you agree to these terms and conditions.  The Firm may modify, suspend, discontinue or restrict the use of any portion of the Firm’s portal system, including the availability of any portion of the content at any time, without notice or liability.

Description of Service

The Firm’s portal system provide authorized Clients with access to information displayed on the portal, for deliveries of documents and communications for their account only.  The information, documents and communications on the Client Portal are provided as a convenient resource to Clients.

The Client Portal provides the ability for two way exchanges of documents between you and the Firm and serves exclusively as a secure environment to transmit documents back and forth. Announcements and notifications may be posted on the Client Portal as documents are delivered or made available.

Service Availability

The Firm will use its best efforts to provide 24 hour daily availability of the Client Portal.  However, the Firm makes no representation or warranty that 24 hour service will be available, especially since a third party provides the software and hosting of the Client Portal.  Client agrees and acknowledges that the Client Portal will, at times, be unavailable due to regularly scheduled maintenance, service upgrades, or other mechanical or electronic failures. The Firm shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Client Portal.  The Firm is not responsible for any problems or technical malfunctions of any telephone, computer online systems, servers or providers, computer equipment, software, failure of any email to be received by the Firm on account of technical problems or traffic congestion on the internet or at any website, or any combination thereof, including any injury or damage to your computer or peripherals related to use or downloading any materials from the Client Portal.

User Password and Security

Using the Client Portal and its related services requires the use of a user name and password.  The confidentiality of the username, password and account itself are the responsibility of the user.  Any activities that occur under users’ accounts are their responsibility.  You agree to notify the Firm immediately of any unauthorized use of accounts or any other breach of security.  The use of another person’s username and / or password is expressly prohibited.

You acknowledge that the use of username and password is an adequate form of security and that any additional security measures such as dual authentication, while enhancing security, are not necessary. You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining strict confidentiality of your username and password, (2) not allowing another person to use your username or password, (3) any changes or damage that may be incurred as a result of your neglect to maintain the strict confidentiality of your username and password, and (4) promptly informing the Firm in writing of any need to deactivate a username due to security concerns or otherwise.  The Firm is not liable for any harm related to the misuse or theft of usernames or passwords, disclosure of usernames or passwords, or your authorization to allow another person or entity to access and use the Firm’s Client Portal using your username or password.

The Firm will use its best efforts to make the Client Portal secure from unauthorized access.  The third party provider of software and hosting for the Client Portal provides encryption on communication between the Client Portal and your device and also provides other security measures, some not disclosed to us to keep them more secure.  However, you agree that you recognize that a risk still exists, however small, that a breach of such security may occur. You agree that you shall not attempt to disable or circumvent any security features on the Client Portal or ask any third party to do so on your behalf.

THE FIRM MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE CLIENT PORTAL AND SHALL NEVER BE LIABLE FOR ANY ACTUAL OR CONSEQUENTIAL DAMAGES, CLAIMED OR OTHERWISE, ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE CLIENT PORTAL.

Termination of User Account and Logon Ability

You agree to notify the Firm immediately when your account is to be terminated.  The Firm will make every effort to terminate access immediately upon receipt.  However, you cannot be assured that access has been terminated until you receive confirmation of the termination from the Firm. In addition, weekends, holidays and other non-business days could cause a delay in the receipt of such request for termination.

Accuracy of Content and Liability Disclaimer

To the maximum extent permitted by applicable law, all such information, software, documents, and communications are provided “as is” without warranty or condition of any kind.  The Firm hereby disclaims all warranties and conditions with regard to such information, software, documents, and communications, including without limitation, all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by applicable law, in no event shall the Firm be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any other damages whatsoever, including without limitation, damages for loss of use, data, arising out of or in any way connected with your use or the performance of the Client Portal or portal system, with the delay or inability to use the portal or related services, whether based in contract, tort, negligence, strict liability, or otherwise, even if the Firm has been advised of the possibility of damages.

Indemnification

To the extent allowed by applicable law, Client agrees to defend, indemnify and hold harmless Firm and any of its directors, officers, members, and employees from and against any and all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of or related to Client’s use of the Client Portal, or any breach by Client of any term or condition of this agreement.  If any such action shall be brought against any indemnified party, they shall notify Client in writing and Client shall assume and control the defense and settlement of each such action, including the employment of sounsel and payment of all expenses associated with such action.  Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense, at their own cost unless otherwise agreed to by Client.

Changes to Terms and Conditions of Use

The Firm reserves the right to modify the terms, conditions, and notices under which the portal system is offered.  Your continued use of the Firm’s portal system and the Client Portal after the postings of any amended terms and conditions shall constitute your agreement to be bound by any such changes.

Entire Agreement

This agreement is the entire agreement between the Firm and you regarding the use of Client Portals and all changes must be in writing as an amendment to this document.  Verbal or other communications are not valid until written in this document.  This agreement does not modify any existing or future Engagement Letter for services provided to you by the Firm and is not intended to be an Engagement Letter.

Term and Termination

The term of this agreement extends past the life of the Client Portal and remains in full force and effect even if access is terminated to you or the Client Portal or if you cease to be a Client of the Firm.  The Firm may at any time terminate in whole or in part the Firm’s portal system or the Client Portals without notice or liability.  The Firm may also choose to use a different third party software and / or hosting provider at any time without notice or liability.

This Agreement is made and entered into in the State of Florida and is to be construed under the laws of the State of Florida as they may from time to time exist.