User Agreement

You will have access to Services and Content (as defined below) provided by Eide Bailly, LLP, a Minnesota Limited Liability Partnership (“Eide Bailly”). By accessing the Services and Content, You agree to be bound by all applicable terms of the License granted to You by Eide Bailly. This User Agreement sets forth Your duties and obligations under the License.

IMPORTANT – PLEASE READ CAREFULLY – THIS USER AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN EIDE BAILLY (“FIRM”, WE,” “OUR,” OR “US”) AND YOU AND GOVERNS YOUR USE OF THE SERVICES AND CONTENT PROVIDED BY EIDE BAILLY.

BY ACCESSING EIDE BAILLY’S SERVICES OR CONTENT UNDER YOUR LICENSE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU,” “YOUR” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES OR CONTENT.

Contents

1.      Definitions 

2.      Use of Services and Content 

3.      Proprietary Rights and Licenses 

4.      Confidentiality

5.      Indemnification  

5.      Term and Termination  

6.      Miscellaneous Provisions 

 

  1. Definitions

    “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

    “Agreement” means this User Agreement.

    “Content” means information obtained by Eide Bailly from its content licensors or publicly available sources and provided to You by means of the Services.

    “Documentation” means all online user guides, documentation, and help and training materials provided by Eide Bailly, as updated from time to time.

    “License” means the worldwide, limited-term license, granted to You by Eide Bailly via a software order form or other license agreement.

    “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

    “Non-Eide Bailly Applications” means a Web-based or offline software application that is provided by any party other than Eide Bailly and that may interoperate with a Service.

    “Eide Bailly Resources” means the software, servers, networking equipment, and data center facilities that Eide Bailly uses to provide the Services.

    “Services” means the products and services that are made available online by Eide Bailly, including associated offline components, and that Eide Bailly makes available to You under the License. “Services” exclude Content and Non-Eide Bailly Applications.

    “User” means an individual You authorize to use a Service under the License and to whom You (or Eide Bailly at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors, and agents.

    “We,” “Us” or “Our” means EIDE BAILLY LLP.

    “You” or “Your” means the company or other legal entity for which You are accepting this Agreement, and all Affiliates of that company or entity.

    “Your Data” means electronic data and information submitted by or for You to the Services or collected and processed by or for You using the Services, excluding Content and Non-Eide Bailly Applications.

  2. Use of Services and Content
    • 2.1. Your Responsibilities

    You agree that You will (a) be responsible for Users’ compliance with the terms of this Agreement; (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use; (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations; and (e) comply with terms of service of Non-Eide Bailly applications with which You use Services or Content.

    • 2.2. Usage Restrictions

    You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You and Users; (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering; (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use a Service to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks; (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit; (h) copy a Service or any part, feature, function or user interface thereof; (i) copy Content, except as permitted in the Documentation; (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation; (k) access any Service or Content in order to build a competitive product or service; or (l) reverse engineer any Service.

    • 2.3. Removal of Content

    We reserve the right to remove any of Your Data that violates applicable law, third party rights, or that is otherwise in violation of this Agreement.

  3. Proprietary Rights and Licenses
    • 3.1. Reservation of Rights

    You acknowledge that Eide Bailly and its licensors reserve all of their respective right, title and interest in and to the Services and Content, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

    • 3.2. License to Use Content

    Your access to the Services is subject to the terms of the License.

    • 3.3. License by You to Host Your Data and Applications.

    You grant Eide Bailly a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-Eide Bailly Applications and program code created by or for You using a Service, as necessary for Eide Bailly to provide the Services. Subject to the limited licenses granted herein, Eide Bailly does not acquire any right, title or interest from You under this Agreement in or to Your Data or any Non-Eide Bailly Application or program code.

    • 3.4. License by You to Use Feedback

    You grant to Eide Bailly and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to the operation of the Services. Eide Bailly will own any intellectual-property rights associated with any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to the operation of the Services.

  4. Confidentiality
    • 4.1. Definition of Confidential Information

    “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes but is not limited to Your Data; Eide Bailly’s Confidential Information includes but is not limited to the Services and Content. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

    • 4.2. Protection of Confidential Information

    The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

    • 4.3. Compelled Disclosure

    The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

  5. Indemnification
    • 5.1. Your Indemnification of Us

    You will defend Eide Bailly against any claim, demand, suit or proceeding made or brought against Eide Bailly by a third party alleging that Your Data, or Your use of any Service or Content in breach of the License, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim”), and will indemnify Eide Bailly from any damages, attorneys’ fees and costs incurred by Eide Bailly as a result of, or for any amounts paid by Eide Bailly under a court-approved settlement of a Claim, provided Eide Bailly promptly gives You written notice of the Claim.

  6. Term and Termination
    • 6.1. Term of Agreement

    This Agreement commences upon Your first use of the Services under the License.  This Agreement continues until the termination or expiration of the License.

    • 6.2. Termination

    Eide Bailly reserves the right to terminate this Agreement at will.

    • 6.3. Surviving Provisions

    The Sections titled “Proprietary Rights and Licenses,” “Confidentiality,” “Indemnification,” and “Miscellaneous Provisions” will survive any termination or expiration if this Agreement.

  7. Miscellaneous Provisions
    • 7.1. Updates

    Eide Bailly may, at its sole discretion, at any time and without notice to You, amend the terms of this Agreement.

    • 7.2. No Contract with Third Parties

    This Agreement is solely between You and Eide Bailly and does not create any contractual relationship or contractual obligations between You and any other third party.

    • 7.3. Export Compliance

    You represent that You are not named on any US government denied-party list. You shall not permit Users to access or use any Service or Content in a US-sanctioned or US-embargoed country or in violation of any US export law or regulation.

    • 7.4. Assignment

    You may not assign Your rights or obligations hereunder, whether by operation of law or otherwise. Eide Bailly may assign this Agreement in its entirety without Your consent to Our Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Our assets.

    • 7.5. Third-Party Beneficiaries

    There are no other third-party beneficiaries under this Agreement.

    • 7.6. Severability

    If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

    • 7.7. Attorneys’ Fees

    If Eide Bailly brings any action in law or in equity to enforce or interpret the terms of this Agreement, Eide Bailly shall be entitled to reasonable attorneys’ fees, costs and disbursements, in addition to any other relief to which Eide Bailly may be entitled.