User Agreement

DIGITALCFO® USER AGREEMENT

This is a Legally Binding Agreement

This DIGITALCFO LLC User Agreement is effective as of January 1, 2011.

By accessing, viewing, downloading or otherwise using the DIGITALCFO® Community website or any webpage or feature available through the DIGITALCFO® Community, any information provided as part of the DIGITALCFO LLC services, or any related emails or services (hereinafter collectively “DIGITALCFO” or the “Service”), or by joining DIGITALCFO during the registration process, you conclude a legally binding agreement with DIGITALCFO (“we”) based on the terms of this DIGITALCFO User Agreement (“Agreement”) and become a DIGITALCFO user (“User”). If you are using DIGITALCFO on behalf of a company or other legal entity, such entity should have a separate agreement with DIGITALCFO, but you are nevertheless individually bound by this Agreement. If you do not want to be bound to this Agreement, do NOT join DIGITALCFO as a registered user and do not access, view, download or otherwise use any DIGITALCFO webpage, information or services.

Please read this Agreement carefully. By becoming a User, you acknowledge that you have read and understood the terms and conditions of this User Agreement and that you agree to be bound by all of its provisions.

We may modify, replace, refuse access to, suspend or discontinue DIGITALCFO, partially or entirely, or to charge and modify terms of this User Agreement or any other terms concerning use of DIGITALCFO at any time and from time to time, without notice in DIGITALCFO’s sole discretion. All of these changes shall be effective upon their posting on our site or by email communication to you. We reserve all rights not expressly granted to you under this User Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in DIGITALCFO and all related items.

1. Your Obligations — What You Must Do
Comply with laws and this Agreement: You must comply with this Agreement as it may be amended from time to time, DIGITALCFO’s Privacy Policy, any notices provided by DIGITALCFO from time to time, and all applicable laws.

DIGITALCFO is an online interactive bulletin board which provides a platform to enable you to facilitate your professional business and networking goals. You assume all risk in providing Content (as hereafter defined), and in relying on any Content DIGITALCFO DOES NOT MONITOR THE CONTENT, AND MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE CONTENT INCLUDING, WITHOUT LIMITATION, THE ACCURACY OR LEGAL SUFFICIENCY THEREOF, OR DIGITALCFO’S COMPLIANCE WITH ANY REQUIREMENTS THAT MAY BE IMPOSED ON YOU OR THIRD PARTIES BY LAW OR OTHERWISE CONCERNING ANY CONTENT YOU PROVIDE OR REVIEW.

Control your submissions: Prior to joining DIGITALCFO, you must consider and decide the extent to which you wish to reveal information about yourself to DIGITALCFO and the community of DIGITALCFO Users. You must not communicate to DIGITALCFO or its Users any information the dissemination of which could be harmful to you.

DIGITALCFO exercises no control over any Content you or others submit while using the webstie. DIGITALCFO has no obligation to verify the identity of any Users when they are connected to the site, to supervise the Content which has been provided by Users, or to remove any Content for any reason. No actions by DIGITALCFO in responding to any User communications concerning Content, or editing or removing any Content, shall give rise to any obligation of DIGITALCFO concerning any Content. Our current procedure related to personally identifiable information collected through DIGITALCFO is contained in our Privacy Policy and we may update our policies and procedures from time to time at our sole discretion. Should you believe that someone is misusing or otherwise appropriating your information, you must immediately inform DIGITALCFO.

License and warrant your submissions: You do not have to submit anything to us, but if you choose to submit anything including, without limitation, any User Generated content, ideas, concepts, techniques and data (“Content”), you grant, and hereby represent that you have all legal right and power to grant, to DIGITALCFO and its successors and assigns (collectively, “us”) an irrevocable, perpetual, nonexclusive, transferable, fully paid, royalty-free, worldwide license (with the right to sublicense) to store, use, copy, publish, transmit using any form of communication or display, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), prepare derivative works of, in corporate into other works, and distribute, such Content for any purpose at any time, commercial, advertising, or otherwise, on or in connection with the DIGITALCFO website or the promotion thereof, and to grant and authorize sub-licenses of the foregoing. You specifically waive any residual or moral rights you may have in any Content you provide including, without limitation, any rights of attribution or integrity. By submitting any information to us, you represent and warrant that your submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights. You further agree to inform DIGITALCFO in the event that any such information has changed since your registration with DIGITALCFO and, if appropriate, you agree to make such modifications yourself to your profile. This license survives, among other things, your removal of your Content from DIGITALCFO.

Keep your password secure: Keep your password confidential, do not use other Users’ accounts and do not let others use your account; you are responsible for anything that happens through your account — until you notify us of a breach (admin@digitalcfo.com), close down your account or prove that your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your DIGITALCFO account or any information therein to another party or charging anyone for access to any portion of DIGITALCFO, or any information therein.

Service Eligibility
You represent and warrant that you (a) are not under the age of 18; (b) have not previously been suspended or removed from DIGITALCFO; (c) are not a direct competitor of DIGITALCFO; (d) do not have more than one DIGITALCFO account at any given time; and (e) have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party.

Pay: If you purchase or subscribe to any products or services that we offer for a charge, you will pay the applicable fees (including, without limitation, monthly fees for premium accounts) as they become due plus all related taxes and reimburse us for any collection costs including, without limitation, reasonable attorneys fees and court costs and interest for any overdue amounts.
Indemnify us: You hereby indemnify us and agree to hold us, and our owners, managers, employees and agents, and their respective successors and assigns, harmless from any and all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to third party claims, charges or investigations, caused by (a) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws and any breach of your representations and warranties contained in this Agreement, (b) any Content you submit to DIGITALCFO, or anyone else on or through the DIGITALCFO site or your reliance for any purpose of any Content posted on the DIGITALCFO website, or (c) any activity in which you engage on or through DIGITALCFO.

Notify us of acts contrary to this Agreement: If you believe that you are obligated to act contrary to this Agreement under any mandatory laws, you shall provide to us, 30 days before you act contrary to this Agreement, written notice describing the action you propose to take and the laws or other basis on which you believe such action is obligated, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation.

Forums/Blogs/Chat Rooms: DIGITALCFO may include various forums, blogs, and chat rooms where you can post your observations and comments on designated topics. DIGITALCFO cannot guarantee that other Users will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, do not post it on the Service. DIGITALCFO IS NOT RESPONSIBLE FOR ANY USER’S USE, MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY FORUMS, BLOGS AND CHAT ROOMS INCLUDING, WITHOUT LIMITATION, YOUR USE, MISUSE, OR MISAPPROPROPRIATION, OR ANY INFORMATION USER MAY PROVIDE TO ANY SERVICE PROVIDER OR OTHER DIGITALCFO USER.

Export Control: Your use of DIGITALCFO site, software, and services is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You have no right to copy, transfer or otherwise dispose of any part of the Service. You shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service that is part of the Service to any end-user without the prior written consent of DIGITALCFO and without obtaining any required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

Privacy: You are subject to, and should carefully read, our Privacy Policy before deciding to become a User of DIGITALCFO. Please note that certain information, statements, data and content (such as photographs) which you may choose to provide might, or are likely to, reveal your gender, ethnic origin, nationality, religion and/or sexual orientation, and that you are providing all such information, statements, data and content in full acknowledgment thereof and under your sole responsibility. By providing such information to us, all of which is optional, you are hereby expressly giving your informed consent to the processing by us of such “sensitive” data.

2. What You May Do
On the condition that you continue to comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser (but not any scraping, spidering, crawling or other technology or specialist software used to harvest data) to view information that we provide or is provided on DIGITALCFO webpages as we intend such information to be used, and only in accordance with this User Agreement, and any additional specific terms of use or disclaimers that are posted on the DIGITALCFO website or are otherwise made available to you. You may submit information to us at your own risk of loss and subject to your indemnification obligations under this Agreement. We grant you no other rights, implied or otherwise, and reserve all rights not expressly granted under this User Agreement.

3. What You May Not Do
As a condition to access DIGITALCFO, you agree you may not do any of the following:
o duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit DIGITALCFO (excluding content posted by you) except as permitted in this User Agreement;
o reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide DIGITALCFO, or any part thereof;
o include information in your profile or in Status Updates which reveals your identity beyond such information as is specifically required by forms on the DIGITALCFO website such as an email address, phone number or address;
o utilize information, content or any data you view on and/or obtain from DIGITALCFO to provide any service that is deemed by DIGITALCFO, in DIGITALCFO sole discretion, to be competitive against DIGITALCFO;
o imply or state, directly or indirectly, that you are affiliated with or endorsed by DIGITALCFO unless you have entered in to a written agreement with DIGITALCFO which may expressly authorize you to do so and then only to the extent so authorized;
o use intellectual property of DIGITALCFO, or any User Content, to adapt, modify or create derivative works based on such intellectual property;
o rent, lease, loan, trade, sell/re-sell access to DIGITALCFO or any information therein, or the equivalent, in whole or part;
o deep-link to the Site for any purpose, (i.e. including a link to a DIGITALCFO web page other than DIGITALCFO’s home page) unless expressly authorized in writing by DIGITALCFO with the sole exception of publicly available discussion forum pages on the site;
o access, reload or “refresh” or make any other request to transactional servers more than once during any three second interval;
o use automated methods to add contacts, send messages or other permitted activities;
o access, via automated or manual means or processes, DIGITALCFO for purposes of monitoring its availability, performance or functionality or for any competitive purpose;
o engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of DIGITALCFO’s website;
o attempt to or actually access DIGITALCFO by any means other than through the interface provided by DIGITALCFO;
o attempt to or actually override any security component included in or underlying DIGITALCFO;
o engage in any action that interferes with the proper operation of, or places an unreasonable load on, DIGITALCFO infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
o remove any copyright, trademark or other proprietary rights notices contained in or on DIGITALCFO, including those of DIGITALCFO or any of its licensors;
o remove, cover or otherwise obscure any form of advertisement included as part of DIGITALCFO;
o use any information obtained from DIGITALCFO to harass, abuse or harm another person;
o collect, use or transfer any information, including but not limited to, personally identifiable information obtained from DIGITALCFO except as expressly permitted in the User Agreement or the owner of such information may expressly permit;
o interfere with or disrupt DIGITALCFO, including but not limited to any servers or networks connected to DIGITALCFO, or disobey any requirements, procedures, policies or regulations of networks connected to the DIGITALCFO;
o upload a cartoon, symbol, drawing or any content other than a photograph of yourself in your profile photo;
o use or attempt to use another’s account without authorization from the Company, or create a false identity on DIGITALCFO;
o infringe or use DIGITALCFO’s brand, logos and/or trademarks, including, without limitation, using the word “DIGITALCFO” in any business name, email, or URL or including DIGITALCFO’s trademarks and logos on any website without authorization; or
o upload, post, email, transmit or otherwise make available or initiate any content that:

• falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;

• is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;

• includes telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by DIGITALCFO;

• includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

• infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;

• includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or request. This prohibition includes but is not limited to (a) using DIGITALCFO invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using DIGITALCFO to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases.

• contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of DIGITALCFO or any User of DIGITALCFO;

• forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or

• adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field).

4. DIGITALCFO’s Rights and Obligations
The purpose of DIGITALCFO is to provide a platform, or online interactive computer service, for facilitating professional networking. It is intended that Users only connect to other Users who they currently know and seek to further develop a professional relationship. Any other use of DIGITALCFO (such as seeking to connect to someone a User does not know or to use DIGITALCFO as a means of generating revenue through the sale of contacts or information to others) is strictly prohibited and is a violation of this Agreement.
We allow you to access DIGITALCFO as it may exist and be available on any given day subject to this User Agreement. DIGITALCFO may update, improve, discontinue and change its services and offerings, at any time and from time to time, in DIGITALCFO’s sole discretion. We have no other obligations, except as expressly stated in this Agreement.

DIGITALCFO reserves the right to withhold, remove and or discard any Content available as part of your account, or contained or reproduced on your Mini-site or other portion of the DIGITALCFO website dedicated to you, if any, or otherwise contained or reproduced on the DIGITALCFO website, with or without notice at any time and from time to time, in DIGITALCFO’s sole discretion. For avoidance of doubt, DIGITALCFO has no obligation to store, maintain or provide you a copy of any Content that you or other Users provide when using the Services.

You authorize and direct DIGITALCFO to make such copies of any Content you provide as we deem necessary in order to facilitate posting and storing content you post to the DIGITALCFO website. You may remove files you have uploaded (such as Microsoft Excel or Microsoft Word files and the like) to the website at any time. Any discussions or comments you have created or others have created in discussions or comments to you or related to discussions or comments you have posted to the DIGITALCFO website, however, will remain. If you choose to remove your uploaded Content, any license you granted to DIGITALCFO will NOT expire.
DIGITALCFO reserves the right to close, suspend or otherwise restrict access to any User account at any time and from time to time at DIGITALCFO’s sole discretion for any reason or for no reason and without prior notice.

You acknowledge and agree that we may send you important information and notices regarding DIGITALCFO by posting on the DIGITALCFO website, by email or through other means. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about DIGITALCFO. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to , among other things: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of DIGITALCFO, its Users and the public.

DIGITALCFO and its Users may include or automatically produce links to third party web sites (“Third Party Sites”). DIGITALCFO is not responsible for and does not endorse any advertising, products or other materials or content on or available from such web sites or resources. DIGITALCFO may also include articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). If you decide to leave DIGITALCFO and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering procedures, of any site to which you navigate from DIGITALCFO or relating to any applications you use or install from the site.

You are solely responsible for your interactions with other Users. DIGITALCFO reserves the right, but has no obligation, to monitor disputes between you and other Users and to terminate your account if DIGITALCFO determines, in its sole discretion, that doing so is prudent.

Without prior notice DIGITALCFO may limit the number of connections you may have to other Users and prohibit you from contacting other Users through use of the Services.

5. Disclaimer
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

DIGITALCFO AND ALL CONTENT PROVIDED ON DIGITALCFO IS PROVIDED “AS IS”. DO NOT RELY ON DIGITALCFO, ANY INFORMATION THEREIN, OR ITS CONTINUATION. PROFORAMNCE DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF CONDUCT OR TRADE PRACTICE.

IF YOU ARE DISSATISFIED OR HARMED BY DIGITALCFO OR ANYTHING RELATED TO DIGITALCFO, YOU MAY LEAVE DIGITALCFO AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 HEREOF AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

DIGITALCFO IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES, FOR THE DELIVERY OF ANY MESSAGES, POSTING OF ANSWERS, OR TRANSMISSION OF, ANY CONTENT SENT OR DISPLAYED THROUGH DIGITALCFO TO ANYONE. IN ADDITION, DIGITALCFO NEITHER WARRANTS NOR REPRESENTS THAT YOUR USE OF DIGITALCFO WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

DIGITALCFO DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY. THEREFORE, DIGITALCFO DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

DIGITALCFO DOES NOT GUARANTEE THAT THE SERVICES WHICH IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, OPERATION OF DIGITALCFO MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS.

DIGITALCFO DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, DIGITALCFO DISCLAIMS ALL LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE DIGITALCFO SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES LINKED TO THE INTERNET, THE INTERNET SERVICE PROVIDER, OR ANY OTHER REASON UNRELATED TO DIGITALCFO.

DIGITALCFO USES THE LINKEDIN SERVICE AND HAS SET UP A NUMBER OF SOCIAL GROUPS WITH THE LINKEDIN NETWORK BUT IS NOT AFFILIATED WITH OR RELATED WITH THE LINKEDIN ORGANIZATION IN ANY WAY.

6. Limitation of Liability
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

NEITHER DIGITALCFO NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, OR MANAGERS (“DIGITALCFO AFFILIATES”) SHALL BE LIABLE FOR ANY DAMAGES TO YOU (1) IN EXCESS OF $100 IN THE AGGREGATE FOR ANY AND ALL CLAIMS, OR (2) FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM DIGITALCFO EVEN IF DIGITALCFO IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SET FORTH IN THE PRECEDING SENTENCE SHALL APPLY REGARDLESS OF WHETHER YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL ALSO APPLY TO ANY PROFESSIONAL-CLIENT COMMUNICATION, RELATIONSHIP, OR REPRESENTATION WITH ANY PROFESSIONAL OR CLIENT IDENTIFIED THROUGH YOUR USE OF ANY SERVICES, OR RELATING TO PROFESSIONAL ADVICE OR INFORMATION YOU RECEIVE, VIEW, ACCESS, OR OTHERWISE OBTAIN VIA ANY SERVICES, AND ANY USE OF OR RELIANCE UPON SAID INFORMATION OR ADVICE IS SOLELY AND ENTIRELY AT YOUR OWN RISK.

THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR ELEMENTS OF THIS AGREEMENT AND DIGITALCFO WOULD NOT HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS OR DISCLAIMERS.

7. Termination
You may terminate this Agreement, for any or no cause, at any time, with written notice to DIGITALCFO which shall be effective upon DIGITALCFO processing such notice and your cessation of use of DIGITALCFO. DIGITALCFO may terminate this Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in the notice. For avoidance of doubt, your access to any Premium Services may be terminated only by DIGITALCFO or the party paying for such services.

In furtherance and without limiting the foregoing, DIGITALCFO has adopted a policy of terminating, in appropriate circumstances and at DIGITALCFO’s sole discretion, Users who are deemed to be repeat infringers under the United States Copyright Act. DIGITALCFO may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users who infringe or who are accused of infringing any intellectual property rights of others, whether or not there is any repeat infringement.

8. Consequences of Termination
Upon termination, you lose access to DIGITALCFO. The terms of this Agreement shall survive any termination, except Sections 2 and 3 hereof.

9. California Law and Arbitration
Choice of Law and Interpretation: The Agreement and any disputes with us or any DIGITALCFO Affiliate arising out of or relating to this Agreement or DIGITALCFO (“Disputes”) shall be governed, to the maximum extent permitted by law, by the laws of either the state in which you reside or the state in which you are located when using the Web Site without giving any effect to such state’s principles governing conflicts of laws, excluding conflicts of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. The American Law Institute Principles of the Law of Software Contracts shall not be used to interpret any of the provisions of this Agreement.

Agreement to Arbitrate and Pay Attorneys’ Fees: Any Disputes shall be resolved by final and binding arbitration under the rules of the American Arbitration Association. At the request of any party, arbitrators, attorneys, parties to the mediation or arbitration, witnesses, experts, court reporters, or other persons present at a mediation or arbitration shall agree in writing to maintain the strict confidentiality of the proceedings.

Exception from Arbitration Agreement: Subject to Section 10, either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.

10. General Terms
Severability: If any provision of this Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of this Agreement.

Notices: We may notify you via postings on www.digitalcfo.com, email, or any other communications means to contact information you provide to us. You may also notify us via email at admin@digitalcfo.com.

Entire Agreement: You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.

Amendments to this Agreement: We reserve the right to modify, supplement or replace the terms of this Agreement, effective upon posting at www.digitalcfo.com and otherwise notifying you by electronic mail. Any modification shall be effective ten (10) days after such notification. IF YOU DO NOT WANT TO AGREE TO CHANGES TO THIS AGREEMENT, YOU MUST DISCONTINUE USE OF DIGITALCFO.

No informal waivers, agreements or representations: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by this Agreement, no representations, statements, consents, or waivers by DIGITALCFO shall be deemed legally binding on DIGITALCFO, unless documented in a physical writing hand signed by a duly appointed representative of DIGITALCFO.

No Injunctive Relief: In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service.

Assignment and Delegation: You may not assign or delegate any rights or obligations under this Agreement and any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially. We may also substitute, effective upon notice to you, any third party that assumes our rights and obligations under this Agreement.

11. Professional-to-Client Relations
The Services may from time to time include the ability for you to submit questions to certain types of professionals, including but not limited to attorneys and accountants, and even request that specific professionals respond to your questions. A communications exchange within that aspect of the Services may give rise to a professional-to-client relationship, such as an attorney-client relationship, or representation of limited scope and duration between you (the “client”) and the professional that responds to your submitted question.

The Professional Members are not employed by DIGITALCFO. No such information contained on the Website or provided through the Services, constitutes an endorsement of any particular professional or a guarantee of any personal and professional qualities or characteristics of a professional or any advice or opinion he or she may render. DIGITALCFO does not verify nor warrant or guarantee that every individual who holds him or herself out as a professional is in fact registered to provide professional advice in the jurisdictions which he or she may claim.

This website is not intended to create, and does not create, a professional-to-client relationship including but not limited to attorney-client, auditor-client or any advisor-client relationship, and are not subject to standards or requirements of confidentiality and/or privilege associated therewith, nor does it ensure confidentiality between you and DIGITALCFO or between any of its users, and you should not act or rely on any information in this website.

However, if a professional-to-client relationship does arise through any Services, the scope and duration of any professional-to-client relationship or representation between the Professional Member and client arising through an exchange of communication via the Services is limited by the subject matter and nature of the exchange. The scope of this limited professional-to-client relationship or representation extends only to the substance of the submitted question. The Professional Member is under no duty to further investigate, follow-up, review, pursue, take further action, or to continue to represent the client. The duration of such professional-to-client relationship or representation is presumed to end as soon as the responding Professional Member provides the last answer or follow-up communication in the exchange. You acknowledge and understand that in limited circumstances, DIGITALCFO may be required or permitted by law to disclose such communications.

If an attorney-client relationship does arise through any Services, the scope and duration of any attorney-client relationship or representation between the attorney and client arising through an exchange of communication via the Ask the Expert Service is limited by the subject matter and nature of the exchange. The scope of this limited attorney-client relationship or representation extends only to the substance of the submitted question. The attorney is under no duty to further investigate, follow-up, review, pursue, take further action, or to continue to represent the client. The duration of such attorney-client relationship or representation is presumed to end as soon as the responding attorney provides the last answer or follow-up communication in the exchange.
As an attorney or any other professional, you agree and understand that any malpractice liability which may result from your use or provision of any Services is your sole responsibility and hereby waive, absolve, indemnify, and release DIGITALCFO from any liability, loss, or damage resulting from any malpractice claim arising directly, indirectly, consequentially, or historically from any contact, content, communication, advice, consultation, or representation made using any Services as a conduit. You further agree and understand that in accepting this license, you release, absolve, and indemnify DIGITALCFO from responsibility or liability for loss or damage of any kind, including legal or attorney’s fees, incurred by you or your clients or prospective clients as a result of any conflict of interest.

Claims Regarding Copyright Infringement
Each User expressly authorizes DIGITALCFO to modify said content in order to conform to the interface or display requirements of the Service or of other communications media as set forth above, and/or to render them compatible with its technical performance or media format in question. These rights are granted throughout the world and for the entire term of this Agreement. The User is prohibited from copying, reproducing or otherwise using the content relating to other Users of DIGITALCFO for any purpose other than for those purposes strictly related to use of the DIGITALCFO services for personal purposes.
If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide DIGITALCFO with the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Site;
4. Your address, telephone number, and e-mail address;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
DIGITALCFO’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows: by e-mail at admin@digitalcfo.com.

Notice and Procedure for Making Complaints Regarding Content
To notify DIGITALCFO of Content that infringes your rights or is otherwise unlawful (“Specified Content”), you must send a notice to the DIGITALCFO by e-mail and provide the following information:

• Your name, address, telephone number, and e-mail address;

• A description of the Specified Content that your claim either infringes your rights or is otherwise unlawful, specifying which parts of it you believe infringe your rights, or are unlawful, and which parts you believe should be removed;

• A description of the exact location of the Specified Content on the Web Site;

• In the event you believe that the Specified Content infringes your rights, a statement specifying in detail the rights you assert, and why the Specified Content infringes them;

• (In the event you believe that the Specified Content is otherwise unlawful), a statement specifying in detail which laws you believe are being breached, and why the Specified Content does so;

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are damaged by the Specified Content or authorized to act on such person’s behalf; and

• Your electronic or physical signature (as appropriate).

When we receive a notice that complies with the above requirements, we will evaluate the information you provided (including, if appropriate, forwarding the notice to, or otherwise contacting the source of the Specified Content), and if appropriate in our judgment, remove or disable access to the Specified Content. In such case, we may notify the source of the Specified Content of your complaint and our action taken. In some cases, if the source of the Specified Content provides us with information indicating that the Specified Content has been removed wrongly, we may reinstate the Specified Content. Our take-down and re-instatement procedures are and remain at our sole discretion.
You may want to seek the advice of independent legal counsel before filing a notice or responding to a notice filed by someone else.

Miscellaneous Provisions
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and DIGITALCFO with respect to the DIGITALCFO Web Site and the subject matter hereof and it supersedes all prior and contemporaneous communications and proposals, whether electronic, oral or written, between the user and DIGITALCFO with respect to the DIGITALCFO Web Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this Agreement and all related documents be composed and published in English.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY USING DIGITALCFO, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS. BY CHECKING THE CHECKBOX THAT SAYS “I HAVE READ, UNDERSTOOD, AND AGREE TO DIGITALCFO’S USER AGREEMENT, TERMS OF USE AND PRIVACY POLICY” AND THEN CLICKING ON THE “CREATE NEW ACCOUNT” BUTTON, YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND FORM A BINDING LEGAL CONTRACT WITH DIGITALCFO. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT CHECK THE CHECKBOX AND DO NOT CLICK ON THE “CREATE NEW ACCOUNT” BUTTON.