PROTAX.COM TERMS OF USE AGREEMENT

Date of Last Revision:  February 4, 2008

1. Notice / Acceptance of Terms
Welcome to PRO-TAX, a tax-preparation products and services company.  Your access to and use of this website (http://www.protax.com, the “Site”), as well as your access to or use of any of the products and services offered on or through the Site, are governed by this Terms of Use Agreement (the “Agreement” or the “Terms of Use”).  The Agreement is a contract between you (the “User”) and Chauncey F. Hutter, Inc. (dba “PRO-TAX”) and its affiliates (collectively “PRO-TAX,” “us,” or “we”).
By accessing or using this Site, including without limitation any of the products or services offered on or through the Site, you signify that you have read, understood, and agree to be bound by all of the terms and conditions in this Agreement, regardless of whether or not you have formally registered as a user of the Site or any of its products or services. 
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS.  IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS TERMS OF USE AGREEMENT, DO NOT ACCESS THE SITE OR ANY PRODUCTS OR SERVICES PROVIDED ON OR THROUGH THE SITE.

2. Revisions to Terms of Use
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice.  If we do this, we will post the changes to these Terms of Use on this page (http://www.protax.com/terms-and-conditions/) and will indicate at the top of this page the date these terms were last revised.  Your continued use of the Site or its services after any such revisions constitutes your acceptance of the new Terms of Use.  IF YOU DO NOT AGREE TO BE BOUND BY THESE OR ANY FUTURE TERMS OF USE, DO NOT USE OR ACCESS (OR CONTINUE TO USE OR ACCESS) THE SITE OR ITS SERVICES.  IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK THE SITE TO DETERMINE IF THERE HAVE BEEN CHANGES TO THESE TERMS OF USE AND TO REVIEW SUCH CHANGES.

3. Eligibility
You may not access or use this Site or its services if (a) you are not of legal age to form a binding contract, or (b) you are a person barred from receiving the services under the laws of the United States or other countries including the country in which you are a resident or from which you use the services.  By accessing or using this Site or its services, you represent and warrant that you are of legal age to form a binding contract, and that you are not a person barred from receiving these services under the laws of the United States or other countries including the country in which you are a resident or from which you use the services.  Any access or use of the Site by anyone who does not meet these conditions is prohibited, unauthorized, unlicensed and in violation of these terms of use.  In addition, IF YOU ARE UNDER THE AGE OF 13, YOU MAY NOT, UNDER ANY CIRCUMSTANCES, ACCESS OR USE THIS SITE OR ITS PRODUCTS OR SERVICES.

4. User Content and Conduct
We may offer you and other visitors to the Site the opportunity to contribute ideas, comments, questions and other communications to or from the Site (“User Content”) in blogs, message boards, chat rooms, e-mail and other features of the Site that may be offered from time to time and may be operated by us or by a third party on our behalf.  You agree not to use (nor cause any third party to use) the Site or information provided through the Site to perform any illegal, immoral or offensive activities of any sort; specifically, without limitation, you shall not:

a. upload, post, email, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, and/or racially, ethnically or otherwise objectionable;
b. upload, post, email, transmit or otherwise make available any User Content that could harm minors in any way;
c. upload, post, email, transmit or otherwise make available any User Content or material that contains software viruses, trojan horses, worms, time bombs, cancelbots, or any other computer code, files, or programs which may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
d. use any computer code, data mining software, “robot,” “bot,” “spider,” “scraper” or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on the Site or accessed through the Site;
e. forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Site;
f. impersonate any person or entity, including, but not limited to, a PRO-TAX official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
g. upload, post, email, transmit or otherwise make available any User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
h. upload, post, email, transmit or otherwise make available any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
i. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
j. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real-time exchanges;
k. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
l. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
m. “stalk,” threaten, or otherwise harass or abuse another;
n. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.

Further, you agree that all User Content you provide will be on-topic, relevant and will not include profanity or any other disruptive or disrespectful behavior.   You agree to abide by all applicable local, state and federal laws and regulations and are solely responsible for all acts or omissions by you on the Site, including without limitation User Content you create. 
You acknowledge that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated.  This means that you, and not PRO-TAX, are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available via the Site and you shall assume all liability that may arise from such Content.  You acknowledge that we do not endorse User Content and that such User Content should not be considered to have been reviewed, screened or approved by us.  You acknowledge and accept that by using the Site, you may be exposed to User Content that is offensive, indecent or objectionable. 
PRO-TAX does not control the User Content posted via the Site and, as such, does not guarantee the accuracy, integrity or quality of such User Content.  Under no circumstances will PRO-TAX be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available via the Site.  You agree that you must evaluate, and bear all risks associated with, the use of any User Content from other Users, including the risk of any reliance on the accuracy, completeness, or usefulness of such User Content.  In this regard, you acknowledge that you may not rely on any information on the Site created by PRO-TAX or submitted to PRO-TAX, including without limitation information in PRO-TAX message boards, chat rooms, and in all other parts of the Site.  IN ADDITION, YOU ACKNOWLEDGE THE ADDITIONAL DISCLAIMERS OF RELIABILITY SET FORTH IN SECTION 11 OF THESE TERMS OF USE.
You acknowledge that PRO-TAX may or may not pre-screen User Content, but that PRO-TAX and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content that is available via the Site.  Without limiting the foregoing, PRO-TAX and its designees shall have the right to remove any User Content that violates the Terms of Service or is otherwise objectionable. 
You consent that PRO-TAX may access, preserve and disclose your Registration Data and User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to claims that any User Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of PRO-TAX, its users and the public.  You also acknowledge that the technical processing and transmission of the Site, including without limitation User Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

5. User Contributions to PRO-TAX
By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to PRO-TAX through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) PRO-TAX is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) PRO-TAX shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) PRO-TAX may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of PRO-TAX without any obligation of PRO-TAX to you; and (f) you are not entitled to any compensation or reimbursement of any kind from PRO-TAX under any circumstances.

6. Registration Data
In consideration of your access to and use of the Site and its services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by any registration forms on the Site (“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, or PRO-TAX has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, PRO-TAX has the right to suspend or terminate your registered account, and refuse any and all current or future access or use by you of the Site, its services, or any portion thereof.
You consent that PRO-TAX may access, preserve and disclose your Registration Data and/or User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of PRO-TAX, its users and the public.

7. Account Security
If you access or use services on the Site requiring registration or account set up, we may supply you with a password and account designation (your “Account”) upon completion of the registration process.  In consideration of your access to and use of the Site, you agree to maintain the confidentiality of your password and all information pertaining to your Account(s) or any services for which you register on the Site, and to be fully responsible for all activities on the Site that occur under your password or Account, or from your computer or Internet browser.  In addition, you agree to (a) immediately notify PRO-TAX at info@protax.com of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session.  In addition to any other indemnification or hold-harmless provisions set forth this Agreement, you expressly agree that you, and not PRO-TAX, will be solely liable for any loss or damage to you or any other person arising from your failure to comply with this section.

8. Third-Party Websites and Content
The Site may provide links or references to other websites.  We make no representations, warranties or assurances as to the security of such sites or as to the reliability or legality of their content; we have no responsibility for their security or content, and shall not be liable for any damages or injury arising from that content or from your connection to those sites.  We disclaim any opinions expressed on such sites.  Any links to other sites are provided merely for your convenience and the inclusion of such links does not imply that we endorse the content of such sites.  You acknowledge and agree that PRO-TAX shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such site, or goods or services available on or through any such site.  Please be aware that when you exit our Site, you are subject to the rules and policies of the new site. 

 
9. Indemnification
You agree to indemnify and hold PRO-TAX and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by you or any third party which are, in whole or in part, related to, due to, or arising out of your use of the Site or your acts or omissions or the acts or omissions of anyone directly or indirectly employed by you or anyone for whose acts you may be liable , regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder.

10. Limitation on Liability
You will be fully responsible for and will hold PRO-TAX and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless for any and all damages or injuries sustained by you based on your use of the Site, including without limit, your reliance in any capacity on information obtained on the Site, whether from User Content or otherwise, and any damages to your computer or computer network that you contend are related to your use of the Site or its services or products.  IF AT ANY TIME YOU ARE NOT SATISFIED WITH THE SITE OR ITS PRODUCTS OR SERVICES, OR OBJECT TO ANY MATERIAL WITHIN THE SITE, YOUR SOLE REMEDY IS TO CEASE USING THE SITE AND ITS PRODUCTS AND SERVICES.
Your correspondence or business dealings with, or participation in promotions of, advertisers or third parties found on or throughout the Site, including without limitation with respect to the payment and delivery of related products or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such parties and are not binding on us.  You agree that we are not be responsible or liable for any actions, losses, damages, liabilities, claims, judgments, costs or expenses of any nature or kind (collectively, “Claims”) incurred as the result of any such dealings or as the result of the presence of such third parties on the Site, and you agree to indemnify and hold us harmless from and against any Claims incurred as a result of your dealings with advertisers or other third parties encountered on or through the Site.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGE (INCLUDING WITHOUT LIMITATION ANY LOST REVENUES, LOST PROFITS, LOST OPPORTUNITIES, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE, ANY COMMUNICATIONS SENT TO YOU VIA THE SITE OR OTHERWISE FROM US (INCLUDING WITHOUT LIMITATION IN THE FORM OF ELECTRONIC MAIL OR VIA TELEPHONE), OR INFORMATION AVAILABLE FROM THE SITE.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

11. Disclaimer of Reliability of Information and Communications
YOU ACKNOWLEDGE THAT THE INFORMATION PROVIDED ON OR IN CONNECTION WITH THE SITE IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE LEGAL, INVESTMENT, TAX, ACCOUNTING OR OTHER ADVICE AND SHOULD NOT BE RELIED UPON IN THAT REGARD.
In particular, PRO-TAX expressly disclaims any and all responsibility or liability related to your reliance in any capacity on: (i) any information obtained by you via the Site from us or from any other party (including, without limitation, in the form of chat rooms, email lists, or question and answer sessions); (ii) any communications you receive from us via the Site or otherwise (including, without limitation, in the form of newsletters, electronic mail, posted or linked articles, or via telephone); and (iii) any and all content of the Site and its products or services (including, without limitation, any financial market data or tax information).  In addition to any other indemnification provisions or releases contained in these Terms of Use, you agree to indemnify and hold PRO-TAX and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by you or any third party due to or arising out of your reliance on any information or communication provided on or in connection with the Site, including but not limited to those set forth above.
YOUR FINANCIAL AND TAX SITUATION MAY BE UNIQUE AND THEREFORE YOU SHOULD INDEPENDENTLY CONSULT A TAX ADVISOR PRIOR TO MAKING ANY TAX OR FINANCIAL DECISIONS.

12. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, ALL PRODUCTS AND SERVICES OFFERED ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER.  ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED.  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU.
We disclaim any and all responsibility or liability for the timeliness, sequence, quality, accuracy, content, completeness, legality, reliability, operability or availability of information or material contained on the Site.  The Site may contain inaccuracies or typographical errors. We disclaim any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material in respect of the Sites or the use thereof. 
We and our data providers disclaim any warranties for the security, reliability, timeliness, and performance of the products and services offered on the Site or received through any links provided on the Site, as well as for any information or advice received through the Site or through any links provided on the Site.  You understand and agree that any material downloaded or otherwise obtained through the use of the products and services is done so at your own discretion and risk and that you will be solely responsible for any claims, including without limitation any damages to your computer system or loss of data, that results from downloading or otherwise obtaining such material. 

 
13. Proprietary Rights in Site Content
We either own or have obtained permission from the owner to use the content on the Site.  The trade names, trademarks and logos used on the Site are either our trademarks or registered trademarks.  The trade names, trademarks, trade dress and associated products and services represented on the Site are protected under United States and international law and their display on the Site does not convey or create any license or other rights in these trademarks, trade names, trade dress and associated products and services.  Any unauthorized copying, redistribution, reproduction or modification of the contents of the Site by any person without our prior written authorization is strictly prohibited, may be a violation of federal or common law, trademark and/or copyright laws and could subject such person to legal action.  The use of content from the Site on any other Web site or networked computer environment is similarly prohibited.  Requests for permission to reproduce or distribute materials found on the Site can be made by contacting us in writing at the address listed below.  You are also strictly prohibited from creating works or materials that derive from or are based on the content or other materials contained in any Site including, without limitation, fonts, icons, link buttons, wallpaper, desktop themes and unlicensed merchandise. This prohibition applies regardless of whether the derivative materials are sold, bartered or given away.

14. Limited License
We grant you a personal, limited, revocable, non-transferable and non-exclusive license to display on your computer, print, download and use screen displayed text, audio clips, video clips and other such content that is made available to you on the Site, solely for your own non-commercial, personal purposes necessary to receive the products and services provided on the Site, provided that: (i) you do not (and do not allow any third party to) modify or create a derivative work of any such content; and (ii) you include with and display on each copy of such content the associated copyright notice.  NO OTHER USE IS PERMITTED.  Without limiting the generality of the foregoing, you may not: (i) include such content in or with any product or service that you create or distribute; (ii) include such content on another Internet website; (iii) reproduce, duplicate, copy, sell, rent, resell or exploit for any commercial purposes any portion of the Site, use of the Site, or access to the Site; or (iv) establish hyperlinks to any page other than the home page of the Site or create any frame containing any portion of the Site, on any other Web site or text document with hyperlink capabilities. Further, you may not direct any other person to do any of the foregoing.  You agree not to access the Site by any means other than through a commercially available Web browser.
We grant you a personal, limited, revocable, nontransferable and nonexclusive right to create a hyperlink to the Site’s home page (http://www.protax.com) so long as (i) the link or your linking Web site does not portray us or any of our products or services in a false, misleading, derogatory, or otherwise offensive matter; (ii) your linking website complies with all applicable law and does not otherwise violate this Agreement or the rights of others; and (iii) your website has, maintains and follows a privacy policy no less protective of user data than the privacy policy of this Site.  You may not use any of our logos or other proprietary graphic or trademarks as part of the link without our express written permission.  We may revoke this license at any time, with or without cause, in which case you agree to immediately remove such hyperlink.

15. Additional Terms
i. Governing Law. This Agreement shall be governed by the laws of the State of Virginia, without regard to conflicts of law provisions.
ii. Entire Agreement.  This Agreement is the entire and exclusive agreement between the parties as to the use of the Site, and it supersedes all previous communications, representations or agreements, either oral or written, between them with respect to this subject matter.  No representations or statements of any kind made by us, which are not included in this Agreement, shall be binding on us.
iii. Amendments.  You may not modify or amend this Agreement in whole or in part without the prior written consent of one of our authorized representatives.  We may replace or amend this Agreement from time to time by posting new terms of service to this web page as described in Section 2 above.  Please check this Terms of Service page periodically for changes.  Your subsequent use of the Sites, or any content, products, services or materials provided through the Sites, will be subject in all respects to the terms of service in force at the time of such subsequent use.
iv. Waiver.  No waiver of any provision herein shall be valid unless in writing and signed by both our authorized representative and you.  Our failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.
v. Severability.  If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent.  The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.
vi. Miscellaneous.  This Agreement shall inure to our benefit.  Any and all references in this Agreement to “PRO-TAX,”“us” or “we” shall, where the context so permits, include our parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents.  The headings contained herein are for convenience only and shall have no legal or interpretive effect. We may assign our rights and duties under this Agreement to any party at any time without notice to you.