Andrew Mitchel LLC

 International Tax Attorneys

 

DISCLAIMER:  These materials do not, and are not intended to, constitute legal or tax advice.  You should consult an attorney or tax advisor for individual advice regarding your own situation.  Although we have made considerable efforts to be thorough in the construction of these pages, we offer no assurance that the information posted here is timely, accurate, complete or applicable to any particular set of facts.  To the contrary, be aware that some of the material on these pages is out of date, incomplete and/or altered in relation to the official version.  These documents are not posted here for commercial use and should not be relied upon for any purpose whatsoever.


 

 

 

 

 

Andrew Mitchel LLC
License Agreement

This User License Agreement governs your use of and access to the Andrew Mitchel LLC Tax Charts ("the Product"). Your use of the Product is deemed acceptance of the terms and conditions herein. If you do not accept these terms and conditions do not access or use the Product.

Section 1. Grant of License. Andrew Mitchel LLC grants to User the nonexclusive right to use the information accessed via the Product ("Content") in accordance with this Agreement. Only an individual to whom Andrew Mitchel LLC has assigned an individual USER ID and password may access the Content. In no event may User offer the use of the Product as a part of a service bureau, time-sharing, or other similar arrangement.

Content is provided to the User for the personal use of the User and not for re-sale. Content may be used only for the purpose of User's internal affairs, the conduct of its business, or providing professional services to User's clients.

User acknowledges that the Content constitutes valuable and proprietary property of Andrew Mitchel LLC. If User wishes to use the Content in any manner not expressly permitted by this Agreement, User may request permission from Andrew Mitchel LLC by giving to Andrew Mitchel LLC a written description of the intended use and such other information as Andrew Mitchel LLC may request. Only an authorized representative of Andrew Mitchel LLC may grant such permission. The granting of such a request may entail an additional fee payable by User.

Section 2. USER ID and Password Protection. User shall maintain as personal and confidential the Andrew Mitchel LLC-assigned unique USER ID and password. User is prohibited from transferring or sharing the Andrew Mitchel LLC-assigned unique USER ID and from revealing the activating password to any unauthorized person. Any violation of the forgoing shall result in an immediate termination of such user's access rights to the Product as well as liability to Andrew Mitchel LLC for all damages resulting from such breach. It is User's sole responsibility to protect the USER ID and activating password from unauthorized use.

Section 3. Andrew Mitchel LLC Reservation of Rights. Andrew Mitchel LLC reserves all rights not expressly granted to the User, including, but not limited to the right to alter, modify, update, enhance or improve the Content.

Section 4. Term and Termination. This Agreement shall be effective for a period of three years ("Initial Years"). This Agreement shall commence upon assignment of the first USER ID and password by Andrew Mitchel LLC to User and shall continue for thirty-six full months thereafter.

This Agreement will terminate automatically without any prior notice from Andrew Mitchel LLC if User violates Sections 1 or 2 of this Agreement. This Agreement may be terminated by Andrew Mitchel LLC upon prior written notice if User fails to comply with any other provision of this Agreement and fails to remedy such failure within thirty (30) of the date of such written notice. Upon termination, User shall no longer be permitted access to the Product and each User USER ID shall be deactivated. Termination for any of the foregoing shall not affect Andrew Mitchel LLC's entitlement to any sums due hereunder, and User shall not be entitled to any refund of any portion of the fees paid.

Section 5. Cancellation Terms and Conditions. All subscriptions may be cancelled within the first thirty days for complete credit.

Section 6. Indemnification by User. User shall defend, indemnify, and hold harmless Andrew Mitchel LLC from and against any and all other claims, actions, causes of action, liabilities, damages, costs and expenses, including reasonable attorneys' fees arising out of or related to claims or actions brought or made by third parties against Andrew Mitchel LLC as a result of User's use or application of the Content.

Section 7. Copyright. The Product is the valuable, confidential, copyrighted and trade secret property of Andrew Mitchel LLC. As between Andrew Mitchel LLC and the User, Andrew Mitchel LLC owns all right, title and interest in and to any and all Products and Content, including without limitation, all ancillary and interface software, all current and future enhancements, modifications, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto, all copyrights, trade secrets and patents therein. Except as expressly permitted hereby, copying of any portion of the Product or the Content is prohibited.

User may make printouts of Content retrieved from the Product to the extent permitted under the "fair use" provisions of the Copyright Act of 1976 (17 U.S.C. Sec. 107), or may download and store insubstantial portions of Content (in machine-readable form), so long as such downloading is consistent with the purposes authorized by this Agreement. User shall comply with all applicable conventions regarding copyright and source of material attribution.

Section 8. USER RESPONSIBILITY. THE USER ASSUMES ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO THE SELECTION OF THE PARTICULAR PRODUCT TO ACHIEVE USER'S INTENDED RESULTS. USER ASSUMES ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF THE USE OR APPLICATION OF THE PRODUCT OR ANY CONTENT RETRIEVED THEREFROM, INCLUDING THOSE TO ANY THIRD PARTY, FOR THE CONTENT, ACCURACY, AND REVIEW OF SUCH RESULTS.

ENTERING INTO THIS LICENSE AGREEMENT IN NO WAY CREATES AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN ANDREW MITCHEL LLC AND USER. IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT.

Section 9. DISCLAIMER OF WARRANTY. CONTENT SELECTED BY USER IS PROVIDED "AS IS" AND ANDREW MITCHEL LLC MAKES NO WARRANTY AS TO ITS USE, ACCURACY, AVAILABILITY, TIMELINESS, OR COMPLETENESS. ANDREW MITCHEL LLC DOES NOT AND CANNOT WARRANT USER'S RESULTS OR THAT THE PRODUCT WILL BE DELIVERED UNINTERRUPTED OR ERROR FREE. ANDREW MITCHEL LLC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY AS TO PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Section 10. Limitation of Andrew Mitchel LLC'S Liability. In no event will Andrew Mitchel LLC be liable to User whether in contract, tort or otherwise, for any loss, liability, cost, damage or other injury of any kind whatsoever, including any consequential, incidental or special damages, including any lost profits or lost savings, even if Andrew Mitchel LLC has been advised of the possibility of such damages. In addition, Andrew Mitchel LLC shall not be liable for any claim by any third party. ANDREW MITCHEL LLC'S ENTIRE LIABILITY AND USER'S SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL OTHER CAUSES, AND REGARDLESS OF THE FORM OF ACTION, INCLUDING NEGLIGENCE, SHALL NOT EXCEED THE FEES PAID FOR THE SERVICE OR ACTIVITY THAT IS PRINCIPALLY ALLEGED TO GIVE RISE TO SUCH LIABILITY.

Section 11. Force Majeure. Performance of Andrew Mitchel LLC hereunder is subject to interruption and delay due to causes beyond its reasonable control such as acts of God, acts of any government, war or other hostilities, the elements, fire, explosion, power failure, telecommunications failure, industrial or labor dispute, inability to obtain supplies and the like, or breakdown of equipment or any other causes beyond Andrew Mitchel LLC's control.

Section 12. General. This Agreement will be governed by the laws of the State of Connecticut, excluding the application of its conflicts of law rules. The United Nations Convention on Contracts will not govern this Agreement, the application of which is expressly excluded. No action arising under this Agreement may be brought by either party more than one year after the cause of action has accrued. The exclusive jurisdiction for any action arising under this Agreement shall be the Federal and State Courts located in Middlesex or New Haven counties, State of Connecticut.

Any notice required under this Agreement shall be effective upon mailing by certified mail, return receipt requested, or via facsimile transmission sent to the address or facsimile telephone number of the respective party.

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified in writing signed by an authorized representative of Andrew Mitchel LLC.