Last Updated: 02/10/2020

This Terms of Use Agreement (the “Agreement”) is a legal agreement between you and AmericAgent (“we” or “us”) governing your use of our websites and other online or mobile services or applications that link to this Agreement (each a “Site” and collectively “Sites”). By using or accessing the Sites or downloading materials from the Sites, you agree to be legally bound by this Agreement.

Updates to this Agreement

Legal Disclaimers

• No Legal Advice
• No Tax Advice (Required Tax Disclosure – Circular 230)
• No Attorney-Client Relationship
• Sensitive Communications

Intellectual Property Rights
Limited License; Permitted Uses
Restrictions and Prohibitions on Use
User-Submitted Information
Secure User Accounts
Interactive Features
Changes to the Sites
Third-Party Content
Links to Third-Party Websites
Social Media Pages
Notice of Copyright Infringement
Other Policies and Terms
Termination
Children
Disclaimer of Warranty
Limitation of Liability
Indemnity
Consent to Communication
Effect of Invalidity
Waivers
International Users
Governing Law
Contact

Updates to this Agreement
We may revise or otherwise change or update this Agreement. Please check the “Last Updated” legend at the top of this page to see when this Agreement was last revised. Changes will become effective immediately after they are posted. A current version of this Agreement showing the effective date is always available at this location. We encourage you to periodically review this Agreement to see if there have been any changes that may affect you. If you do not agree to this Agreement as modified, then you must discontinue your use of the Sites. Your continued use of the Sites will signify your continued agreement to this Agreement as it may be revised from time to time.

Legal Disclaimers

• No Legal Advice
  The materials on the AmericAgent Sites are general in nature and are intended only as background materials for informational purposes. They do not constitute legal advice. They may not apply to your specific situation or may be incomplete. Although we may update certain information on the AmericAgent Sites, some of the information may be outdated. You should not act or rely on any information on the AmericAgent Sites. You are not authorized to treat the AmericAgent Sites as a source of legal advice. Before acting or delaying action, you should first seek the advice of an attorney qualified in the applicable subject matter and jurisdiction.

• No Tax Advice (Required Tax Disclosure – Circular 230)
  Any tax information presented on the AmericAgent Sites is not intended to constitute a complete analysis of all tax considerations. Internal Revenue Service regulations generally provide that, for the purpose of avoiding United States federal tax penalties, a taxpayer may rely only on formal written opinions meeting specific regulatory requirements. The information presented on the AmericAgent Sites does not meet those requirements. Accordingly, such information is not intended or written to be used, and a taxpayer cannot use it, for the purpose of avoiding United States federal or other tax penalties or for the purpose of promoting, marketing or recommending to another party any tax-related matters.

• No Attorney-Client Relationship
  Your access to or use of the AmericAgent Sites does not create an attorney-client relationship between you and AmericAgent. If you are not a current client of AmericAgent and you communicate with us through a Site, we are under no obligation to keep confidential your communication nor will the communication invoke the attorney client privilege. Thus, you should not communicate confidential information to AmericAgent.

• Sensitive Communications
  Should you choose to contact AmericAgent electronically, you should be aware that information transmitted electronically cannot be guaranteed to be securely transmitted. AmericAgent assumes no responsibility for the loss of confidentiality for any information you transmit through the internet.

Intellectual Property Rights
All text, names, logos, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs and other content appearing in or on the Sites (the “Content”) are protected intellectual property of, or used with permission or under license by, AmericAgent. Such Content may be protected by copyright, trademark, patent or other proprietary rights and laws. This includes the entire Content of each Site, copyrighted and protected as a collective work. All intellectual property rights associated with the Sites, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title or interest in any Content by accessing or using the Sites. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any Content available on a Site is strictly prohibited.

Limited License; Permitted Uses
We grant you a limited license to access and use the Sites and their Content for personal, informational and non-commercial purposes only. You may download or print specific Content made available for your downloading or printing for your personal, informational, non-commercial use, subject to your compliance with this Agreement and solely for as long as you continue to be permitted to access the Sites, provided that you: (a) keep intact all copyright and other proprietary notices, (b) use such Content pursuant to any associated licenses, (c) do not copy or post such Content on any networked computer or broadcast it in any media, (d) make no modifications to the Content, and (e) do not make any additional representations or warranties relating to the Content on behalf of AmericAgent.

Restrictions and Prohibitions on Use
While using the Sites, you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. You may not use the Sites for any fraudulent or unlawful purpose, and you may not take any action to interfere with the Sites or any other user’s use of the Sites. In addition, we expect users of the Sites to respect the rights and dignity of others. By way of example and not of limitation, you may not (and you expressly agree that you will not) do any of the following, which violate this Agreement:

• Post, upload, share, transmit, distribute, facilitate distribution of or otherwise make available to or through the Sites any unlawful, infringing, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar or otherwise objectionable material of any kind, including unauthorized or unsolicited advertising;
• Reproduce, duplicate or copy any portion of a Site, except as authorized by this Agreement;
• Sell, resell or otherwise exploit for any commercial purposes any portion of, the use of or access to a Site without the prior written consent of AmericAgent;
• Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with a Site, or express or imply that we endorse any statement you make;
• Remove any copyright, trademark or other proprietary rights notice from a Site or materials originating from a Site;
• Violate or attempt to violate the security of a Site;
• Disseminate on a Site any viruses, worms, spyware, adware or other malicious computer code, file or program that is harmful, invasive or may or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software or equipment;
• Use any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on a Site or to collect any information from a Site or any other user of a Site; or
• Assist or permit any persons in violating this Agreement or applicable statutes, orders, regulations, rules, and other laws governing the use of the Sites.

User-Submitted Information
You are responsible for any information, text, images, videos or other materials or content that you post on a Site or transmit through our Sites (“User Content”). You agree, represent and warrant that any User Content you post on a Site or transmit through our Sites is truthful, accurate, not misleading and offered in good faith, and that you have the right to transmit such User Content. You shall not upload, post or otherwise make available on or through a Site any User Content protected by copyright, trademark or other proprietary right of any third party without the express written permission of the owner of such right(s). You shall be solely liable for any damages resulting from any infringement of copyright, trademark, proprietary rights, or any other harm resulting from such User Content.

We do not want you to, and you should not, send any confidential or proprietary User Content to us on or through a Site unless specifically requested by us. Please note that any unsolicited User Content sent to us will be deemed not to be confidential or proprietary.

By submitting User Content, other than personally identifiable information, you grant to us (or warrant that the owner of such User Content has expressly granted to us) a royalty-free, perpetual, irrevocable and unrestricted right and license (a) to use, reproduce, display, modify, adapt, publish, translate, transmit, distribute or otherwise make available to others such User Content (in whole or in part and for any purpose) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed; (b) to exercise all copyright, trademark, publicity, privacy and other proprietary rights with regard to such User Content; and (c) to use your name, likeness and/or other biographical information in any and all media and/or communications. You also agree that we are free to use any ideas, concepts, know-how or techniques that you send to us for any purpose.

Secure User Accounts
Certain portions of our Sites are accessible only to users who have registered with the Sites and obtained login credentials (“Secure Users”). If you are a Secure User, you agree to accurately maintain and update any information about yourself and your account that you have provided to us.

You further agree that you are responsible for all activities that occur under your Secure User account. You are responsible for maintaining the confidentiality of your login credentials and you agree not to share your login credentials with any unauthorized parties. You also agree to notify us promptly of any unauthorized use of your login credentials or any other breach of security that you become aware of involving or relating to the Sites by emailing us at info@AmericAgent.com.

We reserve the right to take any and all action we deem necessary or reasonable to maintain the security of the Sites and your account, including, without limitation, terminating your account, changing your password or requesting information to authorize transactions on your account.

We explicitly disclaim liability for any and all losses and damages arising from your failure to comply with this section.

Interactive Features
We may host message boards, blogs, and other interactive forums or services (each, a “Forum”) on the Sites. Forums are intended to serve as discussion centers. Any user failing to comply with this Agreement may be expelled from and refused continued access to Forums in the future. You understand that our staff, our outside contributors, or other users connected with AmericAgent may participate in Forums or other aspects of the Sites and may employ anonymous user names when doing so. You acknowledge and agree that Forums are public spaces and that your participation in such Forums creates no expectation of privacy. Further, you acknowledge that any User Content you communicate in Forums may be seen and used by others. We are not responsible for User Content that you or others choose to communicate in Forums, or for your actions or the actions of other users. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON OR THROUGH A SITE, YOU DO SO AT YOUR OWN RISK.

You acknowledge and agree that we reserve the right (but have no obligation) to do one or all of the following, at our sole discretion: (a) evaluate User Content before allowing it to be posted on a Site or any Forum; (b) monitor User Content; (c) alter, remove, reject, or refuse to post or allow to be posted, without notice to you, any User Content, for any reason or for no reason whatsoever; provided, however, that we shall have no obligation or liability to you for failure to do so or for doing so in any particular manner; and/or (d) disclose any User Content, and the circumstances surrounding its transmission, to any third party in order to operate a Site; to protect AmericAgent and the Sites’ users and visitors; to comply with legal obligations or governmental requests; to enforce this Agreement; or for any other reason or purpose.

Changes to the Sites
We may make improvements and/or changes to a Site, add new features, or terminate a Site at any time without notice. We also: (a) reserve the right (but have no obligation) to change the Content or other offerings on a Site, at any time and from time to time without any notice or liability to you or any other person; and (b) do not warrant that information on the Sites is accurate, complete, reliable, current or error-free. Some jurisdictions may not allow the exclusions and disclaimers of certain implied warranties, so some of the provisions of this section may not apply to you.

Third-Party Content
Any information, statements, opinions or other Content provided by third parties and made available on our Sites are those of the respective author(s) and not AmericAgent. We do not guarantee the validity, accuracy, truthfulness, completeness, reliability or usefulness of any information, statement, opinion or other Content on our Sites other than from an authorized AmericAgent representative acting in his or her official capacity. Under no circumstance will we be liable for any loss or damage caused, directly or indirectly, by your reliance on any such third-party Content.

Links to Third-Party Websites
We may provide on a Site, solely as a convenience to users, links to websites operated by third parties. If you use these links, you will leave our Site. If you decide to visit any linked website, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked websites or the information appearing thereon or any of the products or services described thereon. Links do not imply that AmericAgent is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked website is authorized to use any trademark, trade name, logo or copyright symbol of AmericAgent.

YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH WEBSITES AND RESOURCES.

Social Media Pages
We may maintain a presence on social media websites, including Facebook, YouTube, LinkedIn and Twitter (collectively, “Social Media Pages”), to provide a place for the public to learn more about AmericAgent and to share comments. All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect the opinions or ideas of AmericAgent. All visitors to our Social Media Pages must comply with the respective social media website’s Terms of Use. We review some but not all postings to our Social Media Pages, and may remove postings that we determine are inappropriate or offensive.

Notice of Copyright Infringement
If you believe that any Content on a Site infringes upon any copyright which you own or control, you may send a notification to us, identified below, with the following information:

1. A description of the copyrighted work or other intellectual property that you claim has been infringed, with sufficient detail so that we can identify the alleged infringing material;
2. The URL or other specific location on the Site that contains the alleged infringing material described in (a) above, with reasonably sufficient information to enable us to locate the alleged infringing material;
3. Your name, mailing address, telephone number and email address;
4. The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;
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 that the information contained in your notice is accurate and that you attest under penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf. Please contact us at info@AmericAgent.com. Knowingly misrepresenting in a notification that material is infringing can subject you to damages, including costs and attorneys’ fees, incurred by us or the alleged infringer.
   If any user of a Site is deemed to be a repeat copyright infringer, we will terminate such user’s license to use the Sites.

Knowingly misrepresenting in a notification that material is infringing can subject you to damages, including costs and attorneys’ fees, incurred by us or the alleged infringer.

Other Policies and Terms
This Agreement applies exclusively to your access to, and use of, the Sites and does not alter in any way the terms or conditions of any other agreement you may have with AmericAgent. Additional policies and terms may apply to use of all or portions of the Sites and are incorporated by reference into this Agreement. Please refer to and review all additional specific terms and conditions as applicable, including our Privacy Policy.

Termination
The Sites and this Agreement are in effect until terminated by us. In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit or terminate all or a portion of your access to the Sites or any of their features at any time with or without notice and with or without cause, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. The provisions of this Agreement concerning intellectual property rights, permitted and unauthorized uses, disclaimer of warranty, limitation of liability, and indemnity, as well as any other provisions that by their nature should survive, shall survive any such termination. You agree that if your use of a Site is terminated pursuant to this Agreement, you will not attempt to use the Site under any name, real or assumed. You further agree that if you violate this restriction after your use of a Site is terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefor. We reserve the right to have all violators prosecuted to the fullest extent of the law.

Children
If you are under the age of majority in your home jurisdiction, please do not use or access the Sites. It is not our intention to collect or use personal information from anyone under the age of majority, and we will not knowingly do so. If we are made aware that we have collected any personal information from minors, and are asked to delete such information from our databases, we will promptly do so.

Disclaimer of Warranty
WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, RELIABILITY OF, OR OTHERWISE RESPECTING THE CONTENT AVAILABLE ON THE SITES OR ANY OTHER WEBSITES LINKED TO OR FROM THE SITES. DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH THE SITES IS DONE AT YOUR OWN RISK. THE CONTENT OF THE SITES IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

Limitation of Liability
AMERICAGENT AND EACH OF ITS SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS (COLLECTIVELY, THE “RELEASEES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE A SITE, A SITE’S CONTENT, OR LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, OR LINE FAILURES. RELEASEES SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY.

RELEASEES WILL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF THEY have BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONs MAY NOT APPLY TO YOU.

IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASEES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Indemnity
You agree to indemnify and hold harmless AmericAgent and its subsidiaries, affiliates, partners, officers, employees, agents and contractors from any and all claims, damages, losses, costs (including without limitation reasonable attorneys’ fees) or other expenses that arise directly or indirectly out of or from (a) your breach of any provision of this Agreement; (b) your activities in connection with a Site; or (c) unsolicited information you provide to us through a Site.

Consent to Communication
When you use a Site or send communications to us through a Site, you are communicating with us electronically. You consent to receive electronically any communications related to your use of a Site. We may communicate with you by email or by posting notices on a Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting information to us, creating a Secure User account, or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our authorized agents may contact you at that address or number in a manner consistent with our Privacy Policy.

Effect of Invalidity
In the event a court having jurisdiction finds any portion of this Agreement unenforceable, that portion shall not be effective and the remainder of the Agreement shall remain effective.

Waivers
No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

International Users
Each Site is controlled, operated and administered by us (or our licensees or agents) from our office within the United States of America and is not intended to subject us to the laws or jurisdiction of any state, country, or territory other than that of the United States. WE DO NOT REPRESENT OR WARRANT THAT THE SITES OR ANY PART THEREOF ARE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES. Those who choose to access the Sites do so on their own initiative and at their own risk, and are responsible for complying with all local statutes, orders, regulations, rules, and other laws.

Governing Law
You agree that any dispute in connection with a Site, this Agreement or the Privacy Policy will be governed by the laws of the State of California and the United States of America. You also consent to the adjudication of any disputes arising in connection with a Site in the courts located in Los Angeles, California.

Contact
If you have questions about this Agreement, or if you have technical questions about the operation of the Sites, please contact us at info@AmericAgent.com.