USE OF OUR SITE

TERMS AND CONDITIONS
Last updated February 27, 2025

AGREEMENT TO OUR LEGAL TERMS

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS.

We are Henton & Associates, Inc. (“Company,” “we,” “us,” “our”), acompany registered in Ohio, United States at 2012 W 25th St, Cleveland,OH 44113, USA, Suite 509, Cleveland, OH44113.

We operate the website https://hentoncpas.com (the “Site”), as well as other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).

You can contact us by phone at (US)(216) 588-0068, email at info@hentoncpas.com, or by mail to 2012 W 25th St, Cleveland, OH 44113, USA, Suite 509, Cleveland, OH 44113, United States.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Henton &Associates, Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreedto be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALLOF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND/OR THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. STATED OTHERWISE, THE USE OF ANY OF THE SERVICES WILL CONSTITUTE ACCEPTANCE OF THIS AGREEMENT.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason without . We will alert you about any changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised LegalTerms are posted. You can find the most recent version of these Terms and conditions at https://hentoncpas.com/terms.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or whichwould subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services fromother locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach Bliley Act (GLBA).

We may elect to provide you with support or modifications for the Services (collectively, “Support”), in our sole discretion, and may terminate such Support at any time without notice to you. We may change, suspend, or discontinue any aspect of the Services at any time, including the availability of any Service. We may also impose limits on certain features and Services or restrict your access to parts or all of the Services or the Site without notice or liability.

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property
We are the owner or the licensee of all intellectual property rights in ourServices, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (andvarious other intellectual property rights and unfair competition laws) andtreaties in the United States and around the world.

The Content and Marks are provided in or through the Services “AS IS” foryour personal, non-commercial use or internal business purpose only.

Your use of our Services
Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you, on a world-wide, unless prohibited by law, non-exclusive, non-transferable, non-sublicensable revocable license to:

access the Services; and
download or print a copy of any portion of the Content to which you have properly gained access, solely for your personal, non-commercialuse or internal business purpose.

All rights not expressly granted to you are reserved by us. Specifically, wereserve all rights not expressly granted to you in and to the Services, Content, and Marks. Your license to use the Services under these Legal Terms continues until it is terminated by either party. You acknowledge that from time-to-time technical trouble issues may occur. We will use reasonable business efforts to correct such issues. You may terminate the license by discontinuing use of all of the Services. We may terminate the license at any time for any reason. These Legal Terms terminate automatically if (i) you violate any term of these Legal Terms, (ii) we publicly post a written notice of termination on the Site, (iii) we send a written notice of termination to you, (iv) we cease providing access to the Services to you. You agree that termination of the license for any reason or no reason shall not subject us to any liability associated or stemming from such termination.

Except as set out in this section or elsewhere in our Legal Terms, no part of theServices and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than asset out in this section or elsewhere in our Legal Terms, please address your request to: info@hentoncpas.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you mustidentify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

You agree to provide, maintain and update true, accurate, current and complete information about yourself as requested by us from time to time. If you provide any information that does not satisfy this provision, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your access to Services and refuse your access to any and all current or future use of the Services. You also agree (a) to promptly notify us of any unauthorized use of the Services that you become aware of immediately. To contact us, email info@hentoncpas.com. We explicitly disclaim liability for any and all losses and damages arising from your failure to comply with this section and/or any unauthorized use of the Services.

You understand that there may be fees for use of the Services and licensing fees. You agree that you shall submit payment for these fees and any other fees imposed us, in our sole discretion. The amount of a fee may change from time to time in our sole discretion, effective immediately upon posting. You understand and agree that programmatic methods intended to subvert a fee are considered a violation of these Legal Terms. Prices for Services are subject to change without notice. We accept various forms of payment. By providing us with your payment information, you consent to our Privacy Policy, available for review on the Site.

All Content on the Site and included in the Services, including but not limited to text, graphics, logos, images, and Marks is our property and is protected by copyright and other intellectual property laws. You may not reproduce, distribute, or create derivative works from any Content or Marks without our express written consent.

Your submissions
Please review this section and the “PROHIBITED ACTIVITIES” section carefully prior to using our Services to understand the (a) rights you give usand (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload: By sending usSubmissions through any part of the Services, or regarding any part of the Services, you:

confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all rights, moral and otherwise, to any such Submission;
warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us and/or indemnify us for all costs, claims, charges or other liabilities for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Services through automated or non-human means, whetherthrough a bot, script or otherwise; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that forwhich we make the Services available. The Services may not be used inconnection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

Systematically retrieve data or other content from the Services tocreate or compile, directly or indirectly, a collection, compilation,database, or directory without written permission from us.
Trick, defraud, or mislead us and other users of the Services, specifically, but not limited to, any attempts to learn sensitive accountinformation such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with these Legal Terms.
Engage in unauthorized framing of or linking to the
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with anyparty’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts tosend comments or messages, or using any data mining, robots, orsimilar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material thatacts as a passive or active information collection or transmissionmechanism, including without limitation, clear graphics interchange formats (“gifs”), 1 x 1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to preventor restrict access to the Services, or any portion of the Services.
Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other.
Except as permitted by applicable law, decipher, software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software as determined in our sole and absolute discretion.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or othermeans for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwiseuse the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
Use the Services to advertise or offer to sell goods and sell or otherwise transfer your Use the Services in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials (e.g. Nazi memorabilia), goods made from protected animal/plant species, recalled goods, hacking / surveillance / interception / descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items, non-packaged food items, weapons and accessories.
Use the Services in connection with any commercial activity, or in connection with any materials, website, or application which is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or which advertises for a product or service which is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable.
Sell, lease or sublicense the Servies or access thereto without our prior, express, written permission.
Use the Services in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Legal Terms.
Reverse engineer, decompile, or otherwise separate the content contained within any Service or the Site.
Use a service in any manner that competes with the Servies offered by us.
Make any critical, negative or disparaging remarks about us, our shareholders, partners, attorneys, members, directors, officers, agents, employees or representatives, affiliated, successors, or predecessor companies, the goods or services we provide, our business or employment practices, our executive leadership, strategies and/ or business prospects.
Use the Services for any objectionable purposes as determined in our sole discretion.

5. USER GENERATED CONTRIBUTIONS

The Services do not typically offer users the opportunity to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions maybe viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated in accordance with theServices’ Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance,and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions inany manner contemplated by the Services and these Legal Terms.
You have the written consent, release, and/or permission of each and every identifiable individual person or entity in your Contribution(s) and the right to use the name or likeness of each and every suchidentifiable individual person or entity to enable inclusion and use of their likeness in your Contribution in any manner contemplated by the Services and these Legal Terms.
Your Contributions are not false or inaccurate.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us in our sole discretion).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any person or entity , and your Contributions do not serve to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Your Contributions do not violate our Privacy Policy.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension ofyour rights to use the Services.

6. CONTRIBUTION LICENSE

You agree that we may access, store, process, and use any information and data that you provide us through your use of the Services. Such data being subject to your user preference, settings, and our Privacy Policy.

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation or acknowledgement to you.

You retain responsibility for protecting full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you and associated with the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate and indemnify us from any and all responsibility and liabilities associated with your Contributions, and to refrain from any legal action against us regarding your Contributions.

7. THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text,graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and

Third-Party Content are not investigated, monitored, or checked foraccuracy, appropriateness, or completeness by us, and we are notresponsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from theServices, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-PartyWebsites or the Third-Party Content.

Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern.

You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services.

Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

8. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against any person or entity that, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologicallyfeasible) any Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or 11abil1ty, to remove tram the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

9. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://hentoncpas.com/privacy (“Privacy Policy). By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms by reference. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, ordisclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the UnitedStates, and you expressly consent to have your data transferred to and processed in the United States.

10. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED OR PROVIDED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from using or accessing the Services in the future and/or from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right totake appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress or another remedy available at law or in equity.

11. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update anyinformation on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or tosupply any corrections, updates, or releases in connection therewith.

12. GOVERNING LAW

These Legal Terms and your use of the Services are governed by andconstrued in accordance with the laws of the State of Ohio applicable to agreements made and to be entirely performed within the State of Ohio, without regard to its conflict of law principles.

13. DISPUTE RESOLUTION

Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute” and collectively, the”Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice of a Dispute from one Party to the other Party.

Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of theAmerican Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online.

The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Cuyahoga, Ohio. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, theDispute shall be commenced or prosecuted in the state and federal courts located in Cuyahoga, Ohio, and the Parties hereby consent to, and waive alldefenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale ofGoods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to theServices be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or anyother persons.

Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, orarising from, allegations of theft, piracy, invasion of privacy, or unauthorizeduse; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to thepersonal jurisdiction of that court.

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: 2012 W 25th St, Cleveland, OH 44113, USA Suite 509, Cleveland, OH 44113. The notice must be sent within thirty (30) days of your first use of the Services otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them and we reserve the right to decline Service and refund payments made as of the date of receipt of your notice.

14. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on theServices at any time, without prior notice.

15. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS AVAILABLE BASIS.YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TOTHE SERVICES AND WE WILL ASSUME NO LIABILITY ORRESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIESOF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOURACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTIONOR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5)ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BETRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURREDAS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED,OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRDPARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, ORANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS ORSERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICETHROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

16. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES,OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANYDIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR $100.00 USO. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONSON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including oursubsidiaries, affiliates, and all of our respective officers, agents, partners, andemployees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these LegalTerms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of anymatter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

18. USER DATA

We will maintain certain data that you transmit to us and/or the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routinebackups of data, you are solely responsible for all data that you transmit orthat relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

19. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications from us or on our behalf, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OFELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction whichrequire an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

20. SMS TEXT MESSAGING

Opting In
If you explicitly agree to receive SMS messages from us, we will send you SMS messages. We do not intend to send you SMS messages for marketing or promotional purposes. You may provide or might have already provided your consent to receive SMS messages by: (i) completing a physical form; (ii) providing verbal consent, followed by a confirmation; (iii) completing a form on the Site; or (iv) texting a keyword to a short code or specific phone number.

Opting Out
If at any time you wish to stop receiving SMS messages from us, simply reply to the text with “STOP.” You may receive an SMS message confirming your opt out.

Message and Data Rates
Please be aware that message and data rates may apply to any SMSmessages sent or received. The rates are determined by your carrier and the specifics of your mobile plan.

Support
If you have any questions or need assistance regarding our SMS communications, please email us at info@hentoncpas.com or call at (US)(216) 589-0068.

21. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

22. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement andunderstanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable forany loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions.

Notwithstanding any provision hereof, for purposes of these Legal Terms, you and us shall be and act independently and not as partner, joint venturer, independent contractor, agent, employee or employer of the other. There is no joint venture, partnership, employment or agency relationship createdbetween you and us as a result of these Legal Terms or use of the Services. You shall not have any authority to assume or create any obligation for or on behalf of us, express or implied, and you shall not attempt to bind us to any contract. You agree that these Legal Terms will not be construed against us byvirtue of having drafted them. You hereby waive any and all defenses you mayhave based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

If any provision of the Legal Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and the other provisions of such documents remain in full force and effect. The invalidity or unenforceability of any particular provision of these terms of use shall not affect the other provisions hereof, and this agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

We reserve the right, in our sole and absolute discretion, to change, modify, add or delete portions of these Legal Terms at any time without notice, and it is your responsibility to review these Legal Terms for any changes. Your use of the Services following any amendment of these terms of use will signify and constitute your assent to and acceptance of such revised terms of use.

Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The waiver by us of a breach of any provision of this agreement by you shall not operate or be construed as a waiver of any subsequent breach by you.

The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of the Legal Terms. The Legal Terms, and the documents incorporated herein by reference constitute the entire agreement between us and you with respect to the subject matter hereof.

23. DISCLAIMER OF ANY WARRANTY

WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.

THE SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT.

YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

24. RELEASE, WAIVER, HOLD HARMLESS, AND RESERVATION OF RIGHTS

To the maximum extent permitted by applicable law, you hereby release and waive all claims against us, and our parent companies, subsidiaries, affiliates, officers, members, directors, agents, licensors, partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the Services. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify us and our parent companies, subsidiaries, affiliates, officers, members, directors, agents, licensors, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to your use of the Services, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. We shall use good faith efforts to provide you with written notice of such claim, suit or action.

We expressly reserve the right to immediately modify, suspend or terminate your access and use of the Services, if we, in our sole discretion: (a) believe you have violated or tried to violate the rights of others; (b) become aware of information indicating a safety concern for you, other Service-users or clients, or the general public, or (c) believe that you have acted inconsistently with the spirit or letter of these Legal Terms. The Services, and its related benefits are offered atour discretion, and we have the right to modify or discontinue, temporarily or permanently, the Services, in whole or in part for any reason, with or without notice to you. You agree that we will not be liable to you or to any third party for any modifications or discontinuance of the Services.

25. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Henton & Associates, Inc.
2012 W 25th St, Cleveland, OH 44113, USA Suite 509
Cleveland, OH 44113 United States

Phone: (US)(216) 589-0068
info@hentoncpas.com

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