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Accord Terms of Service

Last Modified: Nov 14, 2016

Thank you for using Accord! These terms of service (the “Terms”) govern your access to and use of Accord (“we” or “our”) websites and services (the “Services”), so please carefully read them before using the Services.

By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

You may use the Services only in compliance with these Terms. You may use the Services only if you have the power to form a contract with Accord and are not barred under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.

Your Data & Your Privacy

By using our Services you provide Accord with information and files that you submit to Accord (together, “your data”). You retain full ownership to your data. We don’t claim any ownership to any of it. These Terms do not grant Accord any rights to your data or intellectual property except for the limited rights that are needed to run the Services, as explained below.

We may need your permission to do things you ask Accord to do with your data, for example, hosting your data, or sharing them at your direction. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give Accord the permissions we need to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services, for example Amazon, which provides our storage space (again, only to provide the Services).

To be clear, aside from the rare exceptions we identify in our Privacy Policy, no matter how the Services change, we won’t share your content with others, including law enforcement, for any purpose unless you direct Accord to. How we collect and use your information generally is also explained in our Privacy Policy.

You are solely responsible for your conduct, the content of your data, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms.

We may choose to review public content for compliance with our community guidelines, but you acknowledge that Accord has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.

Your Responsibilities

Files and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not Accord, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services. You must not upload spyware or any other malicioAccord software to the Service.

You, and not Accord, are responsible for maintaining and protecting all of your data. Accord will not be liable for any loss or corruption of your data, or for any costs or expenses associated with backing up or restoring any of your data.

If your contact information, or other information related to your account, changes, you must notify Accord promptly and keep your information current.

You agree to pay invoices billed by Accord in a timely manner.

Account Security

You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Accord of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files to Accord, it is your responsibility to use a secure encrypted connection to communicate with the Services.

Software and Updates

The Accord system (“Software”) is cloud based and hosted by Accord. (“Software”). Accord hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available. Our pause syncing feature pauses syncing of your files, but may not cease all data transfer, so you should exit the desktop client if you’d like to stop data transfer.

Accord Property and Feedback

These terms do not grant you any right, title, or interest in the Services, Software, or the content in the Services. While we appreciate it when users send Accord feedback, please be aware that we may use any feedback, comments, or suggestions you send Accord or post in our forums without any obligation to you. The Software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the Accord trademarks, logos, domain names, or other brand features.

Acceptable Use Policy

You will not, and will not attempt to, misuse the Services, and will use the Services only in a manner consistent with the Accord Acceptable Use Policy.

Other Content

The Services may contain links to third-party websites or resources. Accord does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.

Any of Accord’s free tools such as our Form Patrol are not guaranteed as accurate and should not be used in the process of official filing your 1095-C or 1094-C data.

Termination

Though we’d much rather you stay, you can stop using our Services any time. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause Accord legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.

Accord is Available “AS-IS”

Though we want to provide a great service, there are certain things about the service we can’t promise. For example, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Accord will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ACCORD, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ACCORD HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO ACCORD FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.

For forms only services - including but not limited to Forms Express - Accord will only serve as a medium of data transfer between you, the IRS, and your employees. You agree that data given to Accord is what will be sent to the IRS and your employees, unless explicitly modified by you or Accord with your written permission. It is your sole responsibility to review and approve the accuracy of forms generated when using forms only services. We cannot be held liable for any penalties incurred for forms only services. You understand and acknowledge that any aid given cannot be considered legal advice in any capacity.

For all services, code generation is subject to legal interpretation and as such external legal counsel should verify output from the Accord system. By approving forms generated by the Accord system, you agree that the forms generated are approved by your organization.

You agree that Accord may not be held liable for any outcome resulting from incorrect or incomplete data transferred to Accord or information created as a result of incorrect or incomplete data transferred to Accord. This includes but is not limited to records that may be omitted by the Accord system due to validation errors. It is your sole responsibility to review and verify completeness of data housed within the Accord system. Any aid in information loading is - and will be done as - a courtesy but is not included in your core service agreement. You must review all data loaded by the Accord team on your behalf. Accord, under no circumstances, may be held liable for data loaded into the system by the Accord team as a courtesy, as you agree that it is your sole responsibility to maintain accuracy of data housed within the Accord system.

You agree that Accord may not be held liable for penalties or grievances from any party that result from forms generated from our system. Before submission for mail and IRS filing, you agree that you will review, amend if necessary, and give consent that you have approved the forms, as they exist. You agree that you will timely review and approve forms.

Modifications

We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.

Miscellaneous Accord Legal Terms

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY GEORGIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF FULTON COUNTY, GEORGIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and Accord with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. Accord’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Accord may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Accord and you are not legal partners or agents; instead, our relationship is that of independent contractors.