Terms of Service
Welcome to Sullivan On Comp!
THIS TERMS OF SERVICE AGREEMENT (“TOS”) is the contract between you (“you” or “user”) and Michael Sullivan & Associates LLP (“MSA”) that defines the terms and conditions of your use of any products and services available at or through the website, sullivanoncomp.com, (“Website”) and its affiliated websites, informational products, and data services. By using the products and services available on the Website, you agree to the following terms and conditions specified herein by MSA, the exclusive licensee of the series of books and other branded informational materials known as “Sullivan on Comp” (“SOC Property”) owned by Owner MWS Ventures P.C. (“Owner”).
- 1. WEBSITE ACCESS.
By accessing the information, services, data, or any other elements published and conveyed by MSA through its various media channels, including this Website (collectively, “Services”), you indicate your acknowledgment and acceptance of these TOS dated September 15, 2017. Access and/or use of any of the Services are subject to all applicable federal, state, and local laws and regulations. In addition, when using any of the Services, you shall be subject to additional posted guidelines or rules applicable to such service, which are hereby incorporated into the current TOS and shall be automatically incorporated into any modified or amended TOS. MSA may also offer other services from time to time that are governed by additional or different terms of service, all of which are hereby incorporated into these TOS as though originally a part hereof.
- WEBSITE SERVICES.
MSA currently provides users with access to a rich collection of online resources, including, but not limited to, written and audio-visual content, news, education, communications tools, shopping services, and branded programming through its network of properties. Any subsequent augmentation, enhancement, or change to the Services, including the release of new SOC Property branded properties, shall be subject to the TOS. By accessing any of the Services, you hereby acknowledge, understand, and agree that such are provided “as is” and that MSA assumes no responsibility for the timeliness, deletion, improper delivery, or failure with regards to any service provided.
To access the Services, you will need to have access to the Internet. MSA does not provide the services or equipment necessary for user access. Any and all use of data or information from the Services shall be used only in conformance with applicable state or federal statutes or regulations; you remain solely and personally responsible for the safe and authorized use of such data or information, and agree to hold harmless and indemnify MSA against any liability from any unauthorized or illegal use by you or as a result of your use of the Services. You acknowledge and understand that SOC Property is copyright protected in U.S. and foreign territories; any unauthorized uses will be subject to legal action by MSA or Owner to the fullest extent allowable under applicable laws.
- REGISTRATION AND SUBSCRIPTION OBLIGATIONS.
MSA may offer premium Services which users shall be able to access only as a paying subscriber. Such premium Services include but are not limited to: (i) receiving a printed set of SOC Property’s 13 volumes consisting of 16 chapters, a table of contents, and indices (“Book”); (ii) accessing a full and complete copy of the Book online (“Electronic Edition”); or (iii) receiving the Book and accessing the Electronic Edition (“Bundle”).
There are two types of accounts available for use by customers to access premium Services: (i) an “Individual Account,” available only to individuals for their private, personal, noncommercial use and not to institutions for multi-person use; or (ii) a “Corporate Account,” made available for purchase by companies and other organizations for the purpose of providing access to more than one user.
As an Individual Account user, you are granted access to premium Services, for your own private, personal, noncommercial use. Your password is for your individual use only, and not to be shared with coworkers, friends or family.
As a Corporate Account user, you agree to assign unique login credentials (ID and password) to each user and not to allow employees/users to share their unique login credentials with other users. This also means that users must not access the system under someone else’s unique login credentials. Login credentials are assigned to a specific user and constitute authentication for issuance of Continuing Education Certificates of Achievement. User count is also the basis for charging fairly and accurately for access to premium Services.
Continuing access to premium Services is contingent upon compliance with these obligations. MSA has the right to assess patterns of usage in order to make a determination at any time as to whether or not an account holder is upholding these requirements.
In consideration of the use of premium Services, you agree to: (a) provide true, accurate, current, and complete information about yourself and/or your organization as prompted by the Services’ registration form (such information being the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, MSA has the right to suspend or terminate your account and refuse any and all current or future use of the Services or any portion thereof. MSA is committed to protecting the privacy of all its users.
You further agree, as a paying subscriber to our premium Services, to maintain your account in good standing unless you cancel. Cancellation in the middle of a subscription term is deemed a waiver of any balance of the service term remaining, and you may not retrieve any data that you may have stored with us. You further agree to pay any invoices promptly, and, in any event, no fewer than 30 days from the date of invoice. Failure to pay an invoice timely gives us the right to, at our discretion, either terminate your service, or charge any credit card we hold on your account for the full balance of any indebtedness to us. In addition, any discounts granted will be revoked, and payment on the full non-discounted value of services or products sold under an invoice not paid within 30 days will then be due.
- REFUNDS FOR PREMIUM SERVICES.
Refunds for the entire amount (less applicable shipping and handling costs) can be obtained upon cancellation within 30 days from the date of purchase or renewal of a subscription to access the Book, Electronic Edition, or Bundle. After the 30 days from the date of purchase or renewal, no refund will be provided to the customer for cancellation. This policy is clearly presented to customers at the time of subscription.
- PURPOSE OF SERVICES.
You acknowledge and agree that: (i) SOC Property consists of content which is for informational purposes only; (ii) the Website and SOC Property do not provide or constitute legal advice; and (iii) your purchase or renewal of premium Services shall not constitute the engagement of MSA for legal services.
- PASSWORDS AND SECURITY.
If you subscribe to the premium Services, you will receive a password and account designation upon completing the registration process. You are responsible for safeguarding the confidentiality of your password and account and are fully responsible for all activities that occur under your password or account. You agree to: (a) ensure that you exit from your account at the end of each on-line session; and (ii) immediately notify MSA in writing (on the Website) of any unauthorized use of your password or account or any breach of security. MSA will not be liable to you or any third party for any loss or damage arising from your failure to safeguard the confidentiality of your account and/or password.
You agree to indemnify and hold MSA, its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of Services, your connection to Services, your violation of the TOS or third party claims resulting from your use of the Website and/or the Services in violation of the TOS.
- NO RESALE OF SERVICE.
You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any product or services offered on the Website or otherwise, including but not limited to any portion of the use or access to Services in violation of the TOS.
- MODIFICATIONS TO SERVICE.
MSA reserves the right at any time and from time to time to modify or discontinue the Services or any part thereof with or without notice. You agree that MSA shall not be liable to you or to any third party for any modification, suspension, or discontinuance of Services.
MSA reserves the right, in its sole discretion, to terminate your password, account, or any part thereof or your use of Services without refund or compensation for any reason, including, without limitation, lack of use over an extended period of time or if MSA believes that you have violated or acted inconsistently with the letter or spirit of the TOS. MSA may also in its own discretion and at any time discontinue providing Services, or any part thereof, with or without notice. You agree that any termination of your access to Services under any provision of this TOS may be effected without prior notice, and acknowledge and agree that MSA may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that MSA shall not be liable to you or any third party for termination of your access to Services or the loss of your information, content, messages, or other communications submitted, posted, transmitted by, or maintained by our Services. You agree that you use our Services solely at your own risk and agree to assume those risks and all consequences thereof.
MSA reserves the right to refuse service to anyone or any organization for any reason at any time.
You hereby acknowledge and agree that any correspondence or business dealings pertaining to, or your participation in, advertiser promotions found on or through our Services (including payment and delivery or related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings) are solely between you and such advertiser. You agree that MSA shall not be responsible or liable for any loss or damage of any sort incurred by you or any third party as the result of any such dealings with, or as the result of the presence of, such advertisers on our Service. MSA does not endorse any advertiser on its system.
The Services (or authorized third parties) may provide links to other Internet websites or resources. MSA is not responsible for the availability of such external sites or resources, does not endorse them, and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You acknowledge and agree that MSA shall not be liable to you or any third party, either directly or indirectly, for any damage or loss caused or alleged to be caused, whether intended or unintended, by or in connection with the use of or in reliance on any such links, sites, resources, goods, or services available on or through any such link, site, or resource.
- PROPRIETARY RIGHTS AND LICENSES.
You acknowledge and agree that the Services, Website and any necessary software used in connection therewith (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the content of the Website and SOC Property is the property of MSA and/or Owner or one of its subsidiaries or affiliates. You may not distribute, print, email, re-publish, give, sell, reproduce, or otherwise cause to be disbursed in any manner whatsoever (whether for free or for profit) in whole or in part, the Services, the Website or SOC Property content or any other proprietary content of Owner or MSA without the express, written permission of Owner and MSA.
- DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MSA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, OR ACCURACY.
- MSA MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR THAT (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE(S) IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SULLIVAN ON COMP OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATES IN THE TOS.
- LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SULLIVAN ON COMP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES WHETHER IN AN ACTION UNDER CONTRACT, TORT, OR ANY OTHER THEORY (EVEN IF SULLIVAN ON COMP HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES), RESULTTING FROM: (I) THE USE OR THE INAABILITY TO USE THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED ON TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA INCLUDING LIABILITY ASSOCIATED WITH ANY VIRUSES WHICH MAY INFECT A USER’S DATA, INFORMATION, OR COMPUTER EQUIPMENT; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE.
THIS SITE MAY CONTAIN LINKS TO OTHER SITES ON THE INTERNET THAT ARE OWNED AND OPERATED BY THIRD PARTY VENDORS AND OTHER THIRD PARTEIS (“EXTERNAL SITES”). YOU ACKNOWLEDGE AND AGREE THAT MSA IS NOT RESPONSIBLE FOR THE AVAILABILITY OF, OR THE CONTENT LOCATED ON OR THROUGH ANY EXTERNAL SITE. YOU SHOULD CONTACT THE WEBMASTER OR SITE ADMINISTRATOR FOR SUCH EXTERNAL SITE IF YOU HAVE CONCERNS REGARDING SUCH LINKS OR THE CONTENT LOCATED ON SUCH EXTERNAL SITE.
- EXCLUSIONS AND LIMITATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE FOREGOING ARE APPLICABLE ONLY TO THE FULLEST EXTENT OF THE LAW IN THE APPLICABLE JURISDICTIONS.
Notices to you may be made either email or regular mail. The Services may also provide notices of changes to the TOS or other matters by displaying notices on the Website home page.
The trademarks, logos, and service marks (“Marks”) displayed on the Website are the property of MSA and other parties, where applicable. Users are prohibited from using any Marks for any purpose without the written permission of MSA or any such applicable third party. All site design, text, graphics, interfaces, and the selection and arrangements are the sole property of MSA, unless noted otherwise. Owner is the sole and exclusive and copyright proprietor of the SOC Property and any reproduction thereof are subject to the express written consent of Owner and MSA.
- JURISDICTION/GOVERNING LAW.
This TOS will be governed and construed in accordance with the laws of the State of California as applied to agreements entered into and to be performed entirely with California by California residents. You agree to submit to the exclusive and personal jurisdiction of the courts located within the county of Los Angeles, California.
The failure of MSA to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS 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 the TOS shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience and have no legal or contractual effect.
- VIOLATIONS OF TERMS OF SERVICE.
Please report any violations of the TOS to our Customer Service Group. MSA and Owner reserve the right to seek all remedies available at law and in equity for violations of the TOS including the right to block access from a particular Internet address to this Website.
- 23. ENTIRE AGREEMENT.
The TOS constitutes the entire agreement between the parties and governs your use of the Services, superseding prior agreements, if any, between you and MSA. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.
MSA RESERVES THE RIGHT, AT ANY TIME, TO MODIFY, ALTER, OR UPDATE THESE TOS WITHOUT NOTICE TO YOU; POSTING OF ANY CHANGES ON THE WEBSITE CONSTITUTES NOTICE OF THEIR EFFECTIVENESS. YOU AGREE TO BE BOUND BY SUCH MODIFICATIONS, ALTERATIONS, OR UPDATES BY ACCESSING THE SERVICES.