Terms of Service & End User License Agreement

1. Acceptance of Terms

By accessing or using the Tomola CPAs Admin Portal (the "Portal" or "Service"), you agree to be bound by these Terms of Service and End User License Agreement ("Terms"). If you do not agree to these Terms, you must not access or use the Portal.

These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Tomola CPAs ("Company," "we," "us," or "our"). Your continued use of the Portal constitutes acceptance of any modifications to these Terms.

2. Description of Service

The Tomola CPAs Admin Portal is a proprietary web-based platform designed exclusively for authorized personnel of Tomola CPAs and its clients. The Portal provides the following functionality:

• Time Tracking: Recording and managing billable and non-billable hours for client engagements
• Billing Management: Creating, reviewing, and managing client invoices and billing statements
• Client Management: Maintaining client records, engagement information, and related documentation
• Project Management: Tracking engagement progress, deadlines, and deliverables
• Reporting and Analytics: Generating reports on time utilization, billing, and practice management
• Document Management: Storing and organizing client-related documents and work papers

The Service is intended solely for professional use in connection with the accounting and consulting services provided by Tomola CPAs.

3. User Accounts and Security Responsibilities

3.1 Account Authorization

Access to the Portal is restricted to authorized users only. User accounts are created and assigned by Tomola CPAs management. You may not share, transfer, or allow others to use your account credentials.

3.2 Security Obligations

You are responsible for:

• Maintaining the confidentiality of your username and password
• Using strong passwords and changing them regularly as required by Company policy
• Immediately notifying the Company of any unauthorized use of your account
• Ensuring that you log out of your account at the end of each session
• Not accessing the Portal from public or shared computers without taking appropriate security precautions
• Complying with all multi-factor authentication requirements

3.3 Account Responsibility

You are fully responsible for all activities that occur under your account. The Company is not liable for any loss or damage arising from your failure to maintain account security.

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Portal solely for legitimate business purposes in connection with your employment or engagement with Tomola CPAs and in accordance with all applicable laws, regulations, and professional standards.

4.2 Prohibited Activities

You agree NOT to:

• Use the Portal for any unlawful purpose or in violation of these Terms
• Access data or systems that you are not authorized to access
• Attempt to bypass, disable, or interfere with security features of the Portal
• Use automated systems (bots, scrapers, etc.) to access the Portal without authorization
• Introduce viruses, malware, or any malicious code into the Portal
• Reverse engineer, decompile, or disassemble any portion of the Portal
• Copy, modify, distribute, or create derivative works based on the Portal
• Remove or alter any copyright, trademark, or proprietary notices
• Interfere with or disrupt the integrity or performance of the Portal
• Access the Portal to build a competitive product or service
• Share client data with unauthorized third parties
• Use the Portal in any manner that could damage the Company's reputation

4.3 Data Accuracy

You agree to enter accurate, complete, and truthful information into the Portal, particularly regarding time entries, billing information, and client data. Falsification of records is strictly prohibited and may result in immediate termination of access and potential legal action.

5. Confidentiality Obligations

5.1 AICPA Professional Standards

All users must comply with the American Institute of Certified Public Accountants (AICPA) Code of Professional Conduct, including but not limited to the confidentiality requirements set forth in Section 1.700.001 (Confidential Client Information Rule).

5.2 Confidential Information

You acknowledge that through your use of the Portal, you will have access to confidential and proprietary information, including:

• Client financial information, tax returns, and business records
• Client personal information and communications
• Firm proprietary methodologies, processes, and work products
• Billing rates, fee arrangements, and financial information
• Strategic plans and business information of the Company and its clients

5.3 Non-Disclosure

You agree to:

• Maintain strict confidentiality of all information accessed through the Portal
• Not disclose confidential information to any third party without proper authorization
• Use confidential information solely for authorized business purposes
• Return or destroy all confidential information upon termination of your access
• Comply with all applicable privacy laws, including GLBA, HIPAA (if applicable), and state privacy laws

5.4 Survival

Your confidentiality obligations survive the termination of these Terms and your access to the Portal indefinitely, or for such period as required by applicable law and professional standards.

6. Intellectual Property Rights

6.1 Company Ownership

The Portal, including all software, code, design, graphics, text, functionality, and other content (excluding client data), is the exclusive property of Tomola CPAs and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Limited License

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Portal solely for authorized business purposes. This license does not include any right to:

• Sublicense, sell, or commercially exploit the Portal
• Download or copy any portion of the Portal (except as necessary for normal use)
• Use the Portal for the benefit of any third party
• Modify, adapt, or create derivative works

6.3 User-Generated Content

You retain ownership of any data, time entries, notes, or other content you input into the Portal. However, you grant the Company a perpetual, worldwide, royalty-free license to use, store, and process such content as necessary to provide the Service and for legitimate business purposes.

6.4 Trademarks

All trademarks, service marks, and logos displayed on the Portal are the property of their respective owners. Nothing in these Terms grants you any right to use any Company trademark or logo.

7. Data Privacy and Protection

7.1 Privacy Policy

The Company's collection, use, and protection of your personal information and client data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Portal, you consent to the practices described in the Privacy Policy.

7.2 Data Security

The Company implements reasonable technical and organizational measures to protect data processed through the Portal. However, no system is completely secure, and we cannot guarantee absolute security of data transmitted through or stored on the Portal.

7.3 Data Retention

The Company retains data in accordance with applicable legal requirements, professional standards, and internal retention policies. Client data and work papers may be retained for periods required by law and professional liability insurance requirements.

7.4 Compliance

Users must comply with all applicable data protection laws, including but not limited to the Gramm-Leach-Bliley Act (GLBA), state data breach notification laws, and IRS Publication 4557 (Safeguarding Taxpayer Data).

8. Disclaimer of Warranties

8.2 No Guarantee of Availability

The Company does not warrant that:

• The Portal will be uninterrupted, timely, secure, or error-free
• The results obtained from use of the Portal will be accurate or reliable
• Any errors in the Portal will be corrected
• The Portal will meet your specific requirements
• The Portal will be free from viruses or other harmful components

8.3 Professional Responsibility

The Portal is a tool to assist with practice management. It does not replace professional judgment, and users remain solely responsible for the accuracy and quality of their professional work product.

9. Limitation of Liability

9.2 Cap on Liability

To the extent permitted by law, the Company's total aggregate liability arising out of or related to these Terms or use of the Portal shall not exceed $100.00 (one hundred dollars).

9.3 Basis of Bargain

The limitations of liability set forth in this Section reflect the allocation of risk between the parties. The limitations will apply even if any limited remedy fails of its essential purpose.

10. Indemnification

You agree to indemnify, defend, and hold harmless Tomola CPAs, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Portal
• Your violation of these Terms
• Your violation of any rights of another party
• Your violation of any applicable law, regulation, or professional standard
• Any breach of your confidentiality obligations
• Your negligence or willful misconduct

The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with the Company in asserting any available defenses.

11. Termination

11.1 Termination by Company

The Company may suspend or terminate your access to the Portal at any time, with or without cause, with or without notice, including but not limited to:

• Termination of your employment or engagement with the Company
• Violation of these Terms
• Breach of confidentiality obligations
• Misuse of the Portal
• Security concerns
• Business or operational reasons

11.2 Effect of Termination

Upon termination:

• Your license to access and use the Portal immediately ceases
• You must immediately cease all use of the Portal
• Your confidentiality obligations continue in full force and effect
• Sections 5, 6, 7, 8, 9, 10, 12, and 15 survive termination

11.3 No Refunds or Compensation

Termination of access does not entitle you to any refund, compensation, or damages.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State where the firm is located, without regard to its conflict of law provisions.

12.2 Jurisdiction and Venue

Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in the State where the firm is located, and you hereby consent to personal jurisdiction and venue in such courts.

12.3 Dispute Resolution

Prior to initiating any formal legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiation. If negotiation fails, disputes may be resolved through mediation or arbitration as mutually agreed.

12.4 Waiver of Jury Trial

To the extent permitted by law, each party waives any right to a jury trial in connection with any action or litigation arising out of or related to these Terms.

13. Changes to Terms

13.1 Right to Modify

The Company reserves the right to modify these Terms at any time in its sole discretion. Updated Terms will be posted on the Portal with a revised effective date.

13.2 Notice of Changes

Material changes to these Terms will be communicated to users via email notification or prominent notice on the Portal. We may also require affirmative acceptance of revised Terms before continued use.

13.3 Acceptance of Changes

Your continued use of the Portal after the effective date of revised Terms constitutes your acceptance of such changes. If you do not agree to the revised Terms, you must cease using the Portal immediately.

13.4 Version History

The Company will maintain a record of previous versions of these Terms, which will be available upon request.

14. Contact Information

If you have any questions, concerns, or complaints regarding these Terms or the Portal, please contact:

We will make reasonable efforts to respond to all inquiries within 2-3 business days.

15. Miscellaneous Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Tomola CPAs regarding the use of the Portal and supersede all prior or contemporaneous understandings and agreements, whether written or oral.

15.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a continuing waiver or a waiver of any other term or condition. The Company's failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

15.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without the Company's prior written consent. The Company may assign these Terms without restriction. Any attempted assignment in violation of this Section is void.

15.5 Force Majeure

The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or governmental actions.

15.6 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

15.7 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and the Company. You have no authority to bind the Company in any manner.

15.8 Third-Party Rights

These Terms do not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.

15.9 Electronic Signatures

Your acceptance of these Terms by clicking "I Accept" or by using the Portal constitutes your electronic signature and acceptance of these Terms with the same legal effect as a handwritten signature.