Trout CPA

ShareFile Portal User Agreement

This ShareFile Portal(“Portal”) User Agreement ("Agreement") is made by and between Trout CPA ("Firm") and Portal User ("User') effective upon login and use of the Portal by User:

•      Purpose. Firm provides a voluntary Portal (secure internet site) to permit easy and secure electronic transfer of documents between User and the Firm which may include confidential documents. The Firm has sole discretion to decide which types of documents can be uploaded or viewed on the Portal.
•      Security. Firm will use its best efforts to make the Portal secure from unauthorized access. The Portal will require industry standard 128bit encryption on all communications between the User's end user device and the Portal server. The Portal server operating system and applications software will be updated and virus-scanned regularly. However, User recognizes that no completely secure system for electronic data transfer has yet been devised. FIRM MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE PORTAL AND SHALL NEVER BE LIABLE FOR ANY CLAIMED ACTUAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE PORTAL.
•      Logon Accounts and Their Security. Firm will set up an individual logon account for the Portal Administrator to access the Portal. Each Portal Administrator will have full access to view all User documents and can setup additional portal users as needed. All logon passwords will be transmitted to the Portal users by email. Additional Portal Users must be setup by the Portal Administrator. Users are responsible for changing their passwords on a regular basis, using complex passwords, and for maintaining confidentiality of passwords. Users should have procedures in place to ensure that only authorized employees have the ability to access the portal. Users should have procedures in place to ensure their network security and to prevent and detect cyberattacks. All users are required to use two-step verification as an added security procedure.  Users agree to hold the Firm harmless for breaches or other cyberattacks related to the use of the Portal.
•      Termination of Logon Account. User agrees to notify the Firm's Help Desk at (717) 358-9131 immediately when an individual logon account is to be terminated. The Firm will make every effort to terminate access immediately.
•      Dispute Resolution. The parties agree that any dispute between User and Firm relating to this Agreement, or the breach of it, shall, if negotiations and other discussion fail, be first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules of the American Arbitration Association ("AAA') then in effect before resorting to arbitration. The parties agree to conduct the mediation in good faith and make reasonable efforts to resolve any dispute by mediation. Failure or refusal by either party to mediate shall not in any way affect any subsequent arbitration. Any such mediation or ensuing litigation must be initiated within one year from the date the communication giving rise to such claim arises and must be brought within Lancaster County, Pennsylvania and shall be conducted in accordance with the laws of Pennsylvania.

If the dispute is not resolved by mediation, the dispute shall be subject to binding arbitration under the Dispute Resolution Rules for Professional Accounting and Related Services Disputes of the AAA. The arbitration shall be heard before one or more arbitrators selected in accordance with these rules. The parties agree to conduct the arbitration in a mutually agreed upon location in Lancaster County, Pennsylvania. The arbitrator may only award actual damages and may not award consequential, exemplary, or punitive damages. The prevailing party in any arbitration or litigation shall be entitled to recover from the other party reasonable attorney and expert witness fees, court costs, and the administrative costs, fees, and expenses of the AAA, as the case may be, incurred in the same, in addition to any other relief that may be awarded. Notwithstanding the provisions of the immediately preceding paragraph, neither Firm nor User shall be compelled to arbitrate any dispute between the parties which arises out of or is related to any claim asserted against either party by a third party unless the third party (whether one or more) agrees to join the arbitration or can be compelled to join it.

•      Term and Termination. This Agreement and the services contemplated by it may be terminated by either Firm or User with or without cause and with or without notice at any time.
•      Service Availability. Firm will use its best efforts to provide 24 hour daily availability of the Portal. However, Firm makes no representation or warranty that 24 hour service will be available. User agrees and acknowledges that the Portal will, at times, be unavailable due to regularly scheduled maintenance, service upgrades, or other mechanical or electronic failures.

·     Miscellaneous. This is the entire agreement between Firm and User regarding its subject matter. This Agreement does not modify or affect any existing or future engagement letter or agreement between Firm and its clients.