SFTP Portal - Terms of Use

The UHY SFTP Portal located at https://secure.uhy-us.com. (“PORTAL”) is owned and operated by UHY Advisors, Inc. and Affiliates (“UHY”). This Agreement describes your (“USER” or “you”) responsibilities and limits the liability of UHY. Before browsing the PORTAL, submitting any information to this PORTAL and/or otherwise using or downloading information from the PORTAL, please read this Agreement carefully. By accessing any areas of the PORTAL, USER agrees to be legally bound and to abide by these Terms of Use, which include the terms and conditions of UHY’s Privacy Policy https://secure.uhy-us.com/termsofuse.htm.

1. The PORTAL is an internet website designed to securely transfer information (such as financial information, tax information and other relevant documents) and content (such as user interfaces, visual interfaces, software, their related files and their design, structure, selection, coordination, expression, look and feel, and arrangement on the PORTAL) (individually and collectively, “MATERIALS”) between UHY and USER via the internet. All MATERIALS are believed to be owned by UHY or are believed to be used with permission and are subject to U.S. (federal and state) and international copyright, unfair competition and other intellectual property laws. All trademarks, service marks, logos, model and brand names, emblems and protectable trade dress elements, (individually and collectively, “MARKS”) used on this Website are believed to be owned by UHY or are believed to be used with permission. All MARKS are subject to U.S. (federal and state) and international trademark, unfair competition and other intellectual property laws. USER may not copy, reproduce, download, upload, post, display, broadcast, transmit, distribute, publish, republish, encode, translate or otherwise use any MATERIALS or MARKS provided on the PORTAL in any form, by any means, in any medium, or by any information storage or retrieval system without the express written permission of UHY. USER may, however, copy, print or otherwise use the MATERIALS or MARKS provided on the PORTAL provided that the use is for USER’s personal, educational, internal business use, or non-commercial informational purpose only and further provided that USER: (1) maintains all copyright and other intellectual property notices together and intact with any MATERIALS or MARKS; (2) does not modify or otherwise alter any MATERIALS or MARKS; and (3) does not expressly or implicitly suggest an association with any services, products, brands or affiliates through the use of any MATERIALS or MARKS. Other use of any MATERIALS or MARKS, except as specifically permitted in this Agreement or in a written instrument signed by UHY is strictly prohibited. Except as expressly stated in this Agreement, nothing in this Agreement or on the PORTAL gives USER any license or right to any copyright, patent, trademark or other proprietary interest of UHY or any third party. USER is not permitted to create a hyperlink to any page or portion of the PORTAL or frame any page or portion of the PORTAL without the prior written permission of UHY. Any use of the MATERIALS or MARKS provided on the PORTAL that is not in accordance with the above terms and conditions shall be an unauthorized use and subject you to civil and criminal penalties as provided by applicable U.S. and international intellectual property laws.

2. A USER is any individual to whom UHY has provided a unique login for the PORTAL.

3. The USER shall be solely responsible for the security and use of the USER'S password. The USER shall keep the password confidential and not divulge or otherwise permit access to it by anyone, including the USER’S employees or agents. Upon request, unique logins and passwords may be created for individuals, such as USER’S personnel, whom the USER wishes to give access to PORTAL. In such cases, the USER remains solely responsible for the security and use of the USER’S personal passwords. USER will not attempt to gain unauthorized access to the PORTAL, any UHY server, or to any computer, computer systems, networks or servers that host, support or that are otherwise connected to the PORTAL whether by hacking, password mining or by any other means. USER may not obtain or attempt to obtain any MATERIALS or MARKS or other information or content of UHY through any means not intentionally made available by UHY. USER may not use robots, spiders, data mining techniques or other automated means or programs to catalog, download, access, store, monitor or distribute the PORTAL, unless specifically permitted by UHY. USER may not take any action to interfere with or disrupt the PORTAL, test the vulnerability of the PORTAL or any connected computer, computer system, or network, circumvent security measures or attempt to exceed the limited authorization and access granted to USER under this Agreement. When using the PORTAL USER agrees not to pretend to be someone else or spoof their identity. USER may not use the PORTAL or any MATERIALS or MARKS for any purpose that is illegal or otherwise prohibited hereunder. All comments, feedback, suggestions, ideas, and other material, written or not, that USER discloses, submits, offers or otherwise provides to UHY in connection with your use of the PORTAL (COMMENTS) shall be and remain the exclusive property of UHY. USER agrees that UHY shall have the exclusive right to use, reproduce, create derivative works of, publicly perform, publicly display, transfer, transmit, distribute and publish COMMENTS in any medium and for any lawful purpose throughout the world. USER promises, states and represents that USER owns all intellectual property rights in any COMMENTS. USER also agrees that UHY is not under any obligation to maintain COMMENTS in confidence, to pay USER any compensation for COMMENTS or for UHY’s use of COMMENTS. USER further agrees that UHY may use USER’s name or any fictitious name to identify you as the author of COMMENTS. USER agrees that USER shall be solely responsible for the content of COMMENTS.

4. The USER agrees to indemnify and hold UHY, its employees, agents and affiliates, harmless from and against all damages, costs and expenses arising from the USER'S unauthorized disclosure of MATERIALS to third parties, use of the PORTAL, including any violation or alleged violation of this Agreement. If USER has violated or if USER threatens to violate the terms and conditions of this Agreement, you agree that your actions and/or omissions shall be unlawful and shall constitute an unfair business practice and will cause UHY irreparable harm for which money damages would be inadequate. Therefore, in such event, UHY shall have the ability to seek and obtain injunctive and/or other equitable relief that UHY deems appropriate, in addition to any other legal or equitable remedies available.

5. In no event will UHY, its affiliates, employees and agents be liable for any injury, death, loss, claim, act of nature, accident, delays in transmission of information resulting from power failures, internet provider system failures and other system failures . or any direct, indirect, special or other consequential damages including, without limitation, any lost revenues, lost profits, loss of prospective economic advantage, business interruption, loss of programs or other data on your handling system or otherwise, whether based in contract, tort, or otherwise, which arise out of or are in any way connected with the use, misuse or inability to use the PORTAL, the MATERIALS or MARKS thereof, or any hyperlinked website, even if UHY is advised of the possibility of such damages or for any claim by a third party. USER’s sole and exclusive remedy is to discontinue using the PORTAL. You use the PORTAL at your own risk. All MATERIALS and MARKS on this website is provided on an “as is” and “as available” basis without any express or implied warranty or representation of any kind including, without limitation, any implied warranties of merchantability, fitness for a particular purchase, title or non-infringement. Without limiting any other disclaimers, UHY makes no warranties or representations whatsoever: (1) concerning the PORTAL or any other Internet website, the access to, or the availability or use of, the PORTAL or any other Internet website; (2) concerning the MATERIALS or MARKS and any other information and content from whatever source posted on or referred to in the PORTAL or any other Internet website or the accuracy, completeness or timeliness of such MATERIALS, MARKS or other information and content; (3) that your access to, or use of the PORTAL or any other Internet website will be uninterrupted or free of errors or omissions, that defects will be corrected, or that the PORTAL or any other Internet website is, or the information or content from whatever source available for use or downloading are free of computer viruses, worms, Trojan horses or other harmful components; (4) concerning any services or products listed on, or accessed through the PORTAL or that such services or products will be available for purchase or not withdrawn at any time; and (5) regarding the accuracy, functionality, specifications or any other aspect of items from whatever source posted or accessed through the PORTAL. UHY has no obligation to update any MATERIALS or MARKS on the PORTAL. Accordingly, UHY assumes no responsibility regarding the accuracy of the MATERIALS or MARKS provided on the PORTAL. Any use of the MATERIALS or MARKS provided on this website is done so at the USER’s own risk. The PORTAL may use hyperlinks as a convenience to USER so that reference material, company-related subjects and other pertinent material is easily accessible. UHY does not sponsor, endorse or otherwise approve of any information, content, polices or practices of such hyperlinked or referenced websites. You access, browse and use such websites at your own risk.

6. This Agreement shall be governed by the laws of the State of Illinois, without any reference to conflict of laws principles, and any disagreements, contest, or suits shall be brought in the appropriate forum of that state where possible. The USER and UHY expressly agree to submit to the jurisdiction and venue of the appropriate courts in the State of Illinois in the event of any disagreements, contests or suits.

7. This Agreement may be modified by UHY at any time by updating and posting a new version of these Terms of Use on the PORTAL. By using the PORTAL, at any time, including after any updates or new versions, you agree to be bound by the Terms of Use of the version of this Agreement that is in force during such use. UHY may also terminate your right to use the PORTAL for any reason, at any time, with or without notice. In the event of such termination, USER shall remain bound these Terms of Use and its restrictions on USER. UHY may be required by law to notify USER regarding events or developments. In addition to other methods of delivery, USER agrees that such notices shall be effective upon UHY posting them on the PORTAL and/or delivering them to USER via e-mail. The PORTAL is for information purposes only. The PORTAL does not constitute an offer to sell or a solicitation of an offer to buy any services or goods which may be referenced herein and does not create a client, advisory, business, fiduciary or professional relationship between USER and UHY. UHY controls the PORTAL (excluding linked sites) from its headquarters in Chicago, Illinois, United States of America and makes no representation that any content contained in the PORTAL is appropriate or available for use in other locations. By accessing the PORTAL USER agrees that if you use the PORTAL from any other location USER is responsible for compliance with applicable local laws. USER expressly agrees that the privacy laws of other countries and jurisdictions outside the United States of America, e.g., but not limited to, privacy laws in Canada and in the European Union and its member states, shall have no effect or otherwise be applicable to this Agreement, your use of the PORTAL, or UHY’s obligations to USER. This Agreement and all related parts represent the entire agreement between USER and UHY regarding your use of the PORTAL. This Agreement supercedes any prior statement or representations made by USER and/or UHY regarding your use of the PORTAL. If any part of this Agreement is deemed unlawful, void, or unenforceable, that part will be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best comports with the intent of this Agreement; the remaining provisions of this Agreement will remain valid and enforceable. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the PORTAL or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. When applicable, USER further agrees, as a condition of using the PORTAL, to ensure that all of your agents, employees and independent contractors adhere to this Agreement.