Your Udexx Account

Upon opening an Account you now have access to the Products and Services listed on our Platform. As a CLIENT you are responsible for all USERs accessing our Products and Services through your Account.

To protect your Account, ensure that your USERs keep their passwords confidential. You are responsible for the activity that happens on or through your Account. Try not to reuse your Account password on third-party applications. If you learn of any unauthorized use of your password or Account, please contact us.

License to Use

Upon establishing your Account with us you are provided with a worldwide License to use our Platform and access our bookkeeping services to store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute any of your Data entered into or produced through the use of our Services.

Client Obligations

1. You acknowledge and agree that you shall be responsible for all uses of our Platform, all information used or Data displayed on our Platform, all reporting from our Platform and all acts or omissions that occur at the Platform in connection with your Account.
2. You agree to provide contact information with respect to your Account, including but not limited to your company name, address, telephone number, fax number and e-mail address. You also agree to update such information to keep it true, accurate, current and complete.
3. You represent and warrant that you will not engage in any activities: (1) that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal products and services or the violation of export control or obscenity laws; (2) that defame, impersonate or invade the privacy of any third party or entity; (3) that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual or fiduciary rights of others; and (4) that constitute subleasing, sub-hosting, or renting web site space, or any portion thereof, to a third party that are in any way connected with the transmission of “junk mail”, “spam” or the unsolicited mass distribution of e-mail or with any unethical marketing practices.
4. Udexx reserves the right to refuse to provide you with Products and Services if we believe, in our sole discretion, that your use of our Platform: (1) is illegal, obscene, vulgar, offensive, dangerous or are otherwise inappropriate; (2) any portion of our Platform, storage space, or resources has been sub-leased to a third party user; (3) has become the subject of a government complaint or investigation; or (4) has violated or threatens to violate the letter or spirit of these Member Terms & Conditions.
5. You agree that you are solely responsible for complying with all laws, taxes, and tariffs applicable to Internet electronic commerce, and will hold harmless, protect and defend Udexx from any claim, suit, penalty, tax, or tariff arising from your exercise of Internet electronic commerce.
6. You acknowledge that our bookkeeping Services are provided on a non-exclusive basis and nothing shall prevent or restrict Udexx’s ability to provide our Services or other technology, including any features or functionality first developed for you to other parties.

Member Restrictions

1. You shall not, and shall not permit anyone to:
   1. copy or republish our Platform software;
   2. make our Platform available to any person other than a USER authorized by you;
   3. use or access our Platform to provide service bureau, timesharing or other computer hosting Services to third parties;
   4. modify or create derivative works based upon our Services or User Documentation;
   5. remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide our Services or presented in the User Documentation;
   6. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide our Services, except and only to the extent such activity is expressly permitted by applicable law; or,
   7. access our Platform or use the User Documentation in order to build a similar or competitive product.
2. You shall not claim any right, title, or interest in or to the Udexx trade name, logo or trademark, or other identifying symbols, and shall not use the same except with the express written permission of Udexx.
3. You, your affiliates or agents shall not hire or contract our employees or solicit our employees to leave our employment without the express written permission of Udexx.
4. You shall not solicit any of our other MEMBERS and/or CLIENTS to use competitive products and services.
5. Subject to the License granted herein, Udexx shall own all rights, title and interest in and to the Platform, Software, Services, User Documentation, and other deliverables provided under your License, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. You agree to assign all rights, title and interest you may have in the foregoing to Udexx.

Intellectual Property

Using our Services does not give you ownership of any intellectual property rights in our Platforms, Services or Third Party Services you access. These terms do not grant you the right to use, copy, redistribute, publish or brand content, graphics or logos used in our Platforms or Services. Don’t remove, obscure or alter any legal notices displayed in or along with our Services.

Our Services may provide services, products and content from other sources (“Third Party Services”) that are not Udexx’s. These Third Party Services are the sole responsibility of the entity that makes it available. You may not use Third Party Services provided through our Services unless you obtain permission from its owner or are otherwise permitted by law. We may review Third Party Services to determine whether it is illegal or violates our policies, and we may remove or refuse to display the Third Party Services that we reasonably believe violates our policies or the law.

Our Services and Platform contain our service marks or trademarks, as well as, of those entities providing Third Party Services. Your use of our Services does not grant you any right or license to use such service marks or trademarks without prior written permission.

Retention Policy

It is our policy to retain stored copies of work papers related to your use of Services only during the period we are performing Services on your behalf. When records are returned, it is your responsibility to retain and protect them for future use, potential examination by a government or regulatory agency, prospective purchasers of your business, applying for business loans or any other purpose.

Protection of Data

Udexx maintains administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Data. Those safeguards include, but are not limited to, measures for preventing access, use, modification or disclosure of your Data by our personnel except (a) to provide our Services and prevent or address service or technical problems, (b) as compelled by law, or (c) you expressly permit in writing.

Service Changes

Changes to Services will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your access to our website and your use of our Services.

If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict. These terms control the relationship between Udexx and you. They do not create any third party beneficiary rights.

Human Resources Services

CLIENT hereby authorizes and vests authority in Udexx to, in connection with any Human Resources Services that may be provided by Udexx from time to time, perform any and all actions required to fulfill its obligations under such Human Resources Services, including, without limitation, hiring and firing Member’s employees. All acts performed by Udexx in connection with these Human Resources Services shall be deemed as though they were performed byCLIENT directly.