This Client Portal Agreement is made by and between Berry Dunn McNeil & Parker, LLC (the “Firm”) is offering to provide certain clients with the use of an account (the “Client Account”) on a secure internet site (the “Portal”) as described in this Agreement. As used in this Agreement, the words “you”, “your”, and “Client” mean any client of the Firm which logs into the Client Account. A Client is considered to have logged into the Client Account if anyone, whether authorized by the Client or not, logs into the Client Account using an e-mail address and password set up for the Client Account as provided in the “User Access” section of this Agreement which has not been terminated as provided in the “Termination of User Access” section of this Agreement. The Client agrees to and is bound by the terms of this Agreement then in effect each time that it logs in to the Client Account.

Purpose

The Firm will provide the Client with a Client Account on the Portal to permit electronic transfer of data, documents, and communications between the Client and the Firm (data, documents, and communications which may be accessed using the Client Account may be referred to elsewhere in this Agreement as the “Information”), as well as ongoing Client access to Information (which may include confidential items) which is otherwise accessible through the Client Account, upon the following terms and conditions:

Description of Service

Under the terms of this Agreement, the Client will have electronic access only to Information accessible through the Client Account. The Client will have the ability to both view Information contained in the Client Account, as well as to itself upload Information to the Client Account, and may be able to download certain information from the Client Account. The Firm has the sole discretion to decide, from time to time and at any time, what types of Information can be uploaded to, viewed on, or downloaded from the Client Account. Access to Information through the Client Account is provided as a convenient resource to the Client and may be used for informational purposes only. Accessing Information using the Client Account should NOT be used as a substitute for consultation with professional accounting, tax, consulting, legal, or other competent advisors.

Acceptance of Terms of Use

Use of the Client Account is offered to you conditioned upon your acceptance of the terms and conditions contained in this Agreement. The Firm may modify these terms and conditions at any time. Any change to the Agreement by the Firm will become effective when placed in the copy of the Agreement at the Agreement Site. Use of the Portal or the Account, by you or any of your users after any modifications to the Agreement appear in the form of the Agreement as set forth on the Agreement Site shall constitute your agreement to these modifications and the Agreement as so modified. The Firm may modify, suspend, discontinue or restrict the use of all or any portion of the Portal and the Client Account, including the availability of all or any portion of the content at any time, without notice or liability.

Service Availability

The Firm will use reasonable efforts to provide 24 hour daily availability of the Client Account. However, the Firm makes no representation or warranty that 24 hour service will be available. Client agrees and acknowledges that the Portal and the Client Account will, at times, be unavailable due to maintenance, service upgrades, repairs, or mechanical or electronic failures. The Firm shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Portal or the Client Account. The Firm is not responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer on-line systems, servers or providers, computer or other equipment, software, failure of any e-mail or other communication to be received or accessed by the Firm on account of technical problems or traffic congestion on the Internet or at any website, or any combination thereof, including any injury or damage to your computer or peripherals related to downloading any materials from, or accessing or otherwise using, the Client Account or the Portal.

User Access to Client Account

A user may access the Client Account by providing that user’s email address and password at the log in site for that Account. In order to maintain security, the Client agrees to designate a single individual (if the Client is not a natural person, or the Client Account is opened by a natural person acting on behalf of another person, then the designated person must be someone who is duly authorized to act on behalf of the Client) (the “Designee”) as the authorized person to contact the Firm to request passwords and provide the Firm with whatever information the Firm may reasonably ask for to permit proposed users to utilize the Client Account, including, but not limited to, the email address which will be used each proposed user to access the Client Account. The Firm will set up passwords for each person who the Client names as a user of the Client Account. (The Firm strongly recommends that Client establish a policy that login information not be shared among users of the Client Account.) Requests for user access must be made in writing by the Designee. A password will be transmitted by email to each user designated by the Designee.

Termination of User Access to Client Account

Client agrees that the Designee shall immediately notify the Client’s engagement representative at the Firm when an individual user’s access to the Client Account is to be terminated. The Firm will make every reasonable effort to terminate access immediately. However, the Client cannot be assured that access has been terminated until the Designee receives confirmation of termination from the Firm.

The Firm may, in its sole discretion, disable or terminate access to the Client Account for any or all users who have not accessed that Account within the last 18 months. Once a user’s access has been disabled or terminated, the Designee will need to contact your Firm representative to request reactivation of that user’s ability to access the Client Account.

Security

Using the Client Account and its related services requires the use of an email address and password. The confidentiality of the password and the Client Account itself are your responsibility. Any activities that occur through use of the Client Account by any authorized or unauthorized person are your responsibility. You agree to notify the Firm immediately of any unauthorized use of the Client Account, the Portal, or any other breach of security. The use of another person’s or party’s email address and/or password, or any attempt to access another party’s account or Information on the Portal, is expressly prohibited.

You acknowledge that the use of an email address and password is an adequate form of security with respect to the Client Account and the Portal. You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining strict confidentiality of all passwords issued to you or for your users, (2) not allowing another person or party to use a password issued to you or any of your users, (3) any changes or damage that may be incurred as a result of neglect by you or any of your users to maintain the strict confidentiality of any password, and (4) promptly informing the Firm in writing of any need to deactivate a password due to security concerns or otherwise.

The Firm is not liable for any harm related to the misuse or theft of passwords, disclosure of passwords, or your authorization to allow another person or entity to access and use the Portal or the Client Account. You shall immediately notify the Firm of any confirmed or suspected unauthorized use of any password issued to you or any of your users and any breach of confidentiality.

THE FIRM MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE PORTAL OR THE CLIENT ACCOUNT AND SHALL NEVER BE LIABLE FOR ANY CLAIMED ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE PORTAL OR THE CLIENT ACCOUNT.

Dispute Resolution

The parties agree that any dispute between the Client and the Firm relating to this Agreement, any breach of this Agreement, or the use of the Portal or the Client Account, shall, if negotiations and other discussions 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. The parties agree to conduct the arbitration in Portland, Maine, or other mutually agreed upon location.

If the dispute is not resolved by mediation, the dispute shall be subject to binding arbitration under the Dispute Resolution Rules for Professional Accountancy and Related Service Disputes of the AAA, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitration shall be heard before one or more arbitrators selected in accordance with these rules. The parties agree to conduct the arbitration in Portland, Maine, or other mutually agreed upon location. 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, 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 the Firm nor the Client 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 and can be compelled to join it.

Term and Termination

This Agreement and the services contemplated by it may be terminated by either the Firm or Client with or without notice at any time. The Firm may at any time terminate in whole or in part the Portal or the Client Account without notice or liability. Upon termination, neither you nor your users shall have any right to access the Portal or the Client Account and such access shall be prohibited, but all of your obligations under this Agreement shall remain in full force and effect.

No Unlawful or Prohibited Use

You are prohibited from using the Portal or the Client Account to damage, disable, or overburden the Firm's servers or network or impair the Portal or interfere with any other party's use of the Portal. Hacking, password mining, or any other means to gain unauthorized access to the Portal, Portal accounts, computer or network is prohibited. Posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that could be considered a criminal offense, give rise to civil liability, or otherwise violate any law is also prohibited. The Firm will fully cooperate with any law enforcement authorities or court order requesting or directing the Firm to disclose the identity of anyone making such use of the Portal or the Client Account, or posting any such information and materials.

Confidentiality, Information Protection, and Protection of Data

Notwithstanding any existing legal or contractual obligations regarding confidentiality between you and the Firm, you undertake to treat all knowledge relating to business secrets, which come into your possession through use of the Portal or the Client Account, as confidential. You shall assure that any protected data, which comes into your possession through the use of the Portal or the Client Account, is not transmitted to any unauthorized person. In partial consideration of the opportunity to access the resources of the Portal concerning the Client Account, you agree to maintain the means for accessing the Portal, and the Client Account and its data (including password and user name) strictly confidential to you and your authorized employees and to indemnify and hold harmless the Firm and its officers, members, employees, contractors, and attorneys, and their respective heirs, successors, and assigns, from and against any and all claims, actions, demands, losses, damages, judgments, costs, and expenses, including without limitation, reasonable attorneys’ fees and liabilities of every kind that may arise from your or your users’ use of the Portal or the Client Account, or because of violation of any terms and conditions set forth in this Agreement as they may be modified by the Firm from time to time.

If you discover that you have access to information on the Portal that does not pertain to the Client Account, you agree to cease to download, read or access that information and notify the Firm immediately.

Interest in Portal and Client Account

You understand and agree that you do not have, and will not come to have, any interest, by way of ownership or otherwise, in, or in any right to use, the Client Account or the Portal, other than the license granted in this Agreement, and that the Firm may terminate that license at any time with or without cause and in its sole discretion.

Ownership of Information

All of the Information which is loaded into, appears on, or is accessible at the Client Account or the Portal shall be and remain the property of the Firm both before and after termination of this Agreement. To the extent this Information includes documents, data, or other items which:

• The Firm has prepared for the Client’s use;
• Are the Firm’s working papers to the extent that they include records which would ordinarily constitute part of the Client’s records and are not otherwise available to the Client; or
• Are originals and not copies of accounting or other records belonging to the Client, or obtained from or on behalf of the Client, and which were received by the Firm for the Client’s account;

then the Client may download (but not remove) the same from the Client Account while this Agreement remains in effect, and the downloaded items shall belong to the Client. After termination of this Agreement, the Client may obtain copies of such items from the Firm to the extent required by law or the terms of any other written agreement signed by the Client and the Firm.

Firm Access to Client Account

The Firm will have access to the Portal, the Client Account, and the Information both before and after any termination of this Agreement.

Accuracy of Content and Liability Disclaimer

The Firm will strive to use reasonable efforts to include accurate and updated information on the Portal and the Client Account. HOWEVER, YOU UNDERSTAND AND AGREE THAT THE FIRM IS UNDER NO OBLIGATION TO DO SO AND NEITHER THE FIRM NOR ITS SUPPLIERS MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE SUSTAINABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, DOCUMENTS, COMMUNICATIONS OR OTHER ITEMS CONTAINED ON THE PORTAL OR THE CLIENT ACCOUNT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, DOCUMENTS, COMMUNICATIONS, AND OTHER ITEMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE FIRM AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION, SOFTWARE, DOCUMENTS AND COMMUNICATIONS, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE FIRM OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OR THE PERFORMANCE OF THE PORTAL OR THE CLIENT ACCOUNT, WITH THE DELAY OR INABILITY TO USE THE PORTAL, THE CLIENT ACCOUNT, OR RELATED SERVICES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ANY OF THE FIRM OR ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATES DO NOT PERMIT TYPES OF THESE LIMITATIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PORTAL, THE CLIENT ACCOUNT, INFORMATION, DOCUMENTS OR COMMUNICATIONS ON THE PORTAL, THE CLIENT ACCOUNT, OR WITH ANY OF THESE TERMS AND CONDITIONS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE PORTAL, THE CLIENT ACCOUNT, AND THE INFORMATION, DOCUMENTS OR COMMUNICATIONS YOU OBTAINED FROM THE PORTAL OR THE CLIENT ACCOUNT. YOU MUST HAVE THE DESIGNEE CONTACT THE FIRM at (207) 541-2222 TO CANCEL A PASSWORD AND/OR USER NAME.

Icons, Logos and Other Proprietary Material

The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Portal or the Client Account, are registered and common law trademarks of this Firm. Nothing contained on the Portal or the Client Account, or in this Agreement, should be construed as granting, by implication, or otherwise, any license or right to use any of the Trademarks (other than Trademarks which you own or have the right to use under other agreements) displayed on the Portal or the Client Account without the written permission of the Firm. Your use of any of the Trademarks displayed on the Portal or the Client Account, or displayed on any content on the Portal or the Client Account, is strictly prohibited.

You should assume that everything you see or read on the Portal or the Client Account, is copyrighted and is a trade secret and may not be used except as provided in these terms and conditions of use or in the text on the Portal or the Client Account, without the written permission of the Firm or its suppliers.

Supported Browser

The Client agrees to access the Client Portal using an up to date supported browser (currently, Internet Explorer 9+ (or higher), Google Chrome 18+, Mozilla Firefox 11+, and Safari 5+).

Indemnification

As used in this Agreement, the term “Proprietary Rights” shall mean all rights worldwide or otherwise in and to copyrights, rights to register copyrights, trade secrets, inventions, patents, patent rights, trademarks, trademark rights, service marks, confidential and proprietary information protected under contract or otherwise under law, and other similar rights or interests in intellectual or industrial property. The Client will defend and indemnify the Firm, and the Firm’s members, partners, shareholders, directors, officers, employees, agents, attorneys, and contractors against all claims, demands, losses, and costs, arising out of any claim that any use of the Portal, including, but not limited to, the Client Account, by the Client, any Client user, or any person or party who accesses the Portal or the Client Account, or Information on the Portal, including, but not limited to, the Client Account, utilizing a user name and/or password or other information provided to or by the Client or a Client user, infringes or violates a Proprietary Right of another.

Miscellaneous

This is the entire agreement between the Firm and the Client regarding the Portal and the Account. This Agreement does not modify or affect any existing or future engagement letter or agreement between the Firm and the Client. By completing the Portal registration form or signing this Agreement and returning the same to the Firm, the Client agrees and acknowledges that it has read this Agreement and agrees to its terms and conditions. This Agreement shall be governed by the laws of the State of Maine. This Agreement may only be modified as provided above, or by a writing signed by the Client and the Firm.