Terms of Use for CCH Online Content Services

(Online terms of use, effective through August 19, 2020 are available here)

(Additional Tax & Accounting North America, Research and Learning Terms and Conditions found here)

(Additional Wolters Kluwer Legal & Regulatory U.S. Terms and Conditions found here)

NOTICE: ACCESS OR USE OF THE CCH ONLINE CONTENT SERVICES IS SUBJECT TO YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE CCH ONLINE CONTENT SERVICES.

Effective: August 20, 2020

The following terms of use govern access and use of the CCH online content services and the applications, tools, online services, Data (as defined below) and materials provided therein (collectively, "Online Services" ).  You are only permitted access to the Online Services if you are, and only for so long as you are, an authorized user pursuant to an agreement or order between CCH Incorporated or one of its affiliates or businesses (collectively, "CCH" ) and a customer entity, organization or individual (a "Customer" ) (such agreement or order referred to as a "Customer Agreement" ), and you shall be permitted access only to those Online Services expressly made available to you pursuant to the applicable Customer Agreement(s).  If you are not an authorized user, you must immediately cease all use of the Online Services.  These terms of use, together with the applicable Customer Agreement, constitute a legal agreement between you and CCH concerning your use of the Online Services and are referred to in these terms as this ' "Agreement" .

By accessing, browsing and/or otherwise using the Online Services you acknowledge that you have read, understood and agreed to be bound by this Agreement, and you agree, in connection with your use of the Online Services (including the features and functions made available to you), to comply with all applicable laws and regulations.  For purposes hereof, 'you' or 'your' shall include yourself, the applicable Customer and any entity on behalf of which you use the Online Services.  If you do not agree to all of these terms of use, you may not access, browse and/or use the Online Services.  The material provided on the Online Services is protected by law, including, but not limited to, United States copyright law and international treaties.

This Agreement applies to your access to and use of the Online Services and does not alter in any way the terms and conditions of any other agreement you may have with CCH for other products, software, services or otherwise, unless otherwise agreed to in writing by CCH.  You acknowledge and agree that the applicable Customer Agreement may also contain additional terms and restrictions and that you are subject to, and will comply with, such terms and restrictions.  In the event that the terms of these terms of use conflict with an applicable Customer Agreement, the terms of such Customer Agreement will govern and take precedence. Any breach of this Agreement by you shall constitute a breach of the applicable Customer Agreement(s).    

AUTHORIZED USE AND RESTRICTIONS

Authorized Use .  The Online Services are licensed to you and your use is restricted as set forth herein.  The Online Services and the materials therein may only be used for your internal management, research, reference and informational purposes or for providing professional services to your clients (collectively, the "Authorized Use" ).  The Authorized Use excludes, except to the extent expressly provided for in this Agreement (including in "Permissions" below) or expressly permitted through the documented functionality of the Online Services, the following: (i) redistribution, retransmission, publication, transfer or commercial or other exploitation of the materials from the Online Services, in whole or in part, including as part of a services bureau, time-sharing or other similar arrangement; (ii) reverse engineering, decompiling or modification of the Online Services, in whole or in part; and (iii) uploading, downloading, copying or redistributing the Online Services materials in their entirety or lengthy sequence, including, but not limited to, creating an archive of Online Services materials.

Copyright . All Online Service materials, including, without limitation, text, pictures, graphics, Data and other files and the selection and arrangement thereof are copyrighted materials of CCH or its licensors, all rights reserved.  CCH makes no claim to any underlying original U.S. government works.  Except for the Authorized Use or as expressly permitted as described in "Permissions" below, you may not copy, modify or distribute any of the Online Service materials.  You may not "mirror" any material contained on the Online Services on any other server.  Any unauthorized use of any material contained on the Online Services may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

Permissions . You may (i) make printouts of and distribute materials from the Online Services to the extent permitted under the "fair use" provisions of the Copyright Act of 1976 (17 U.S.C. Sec. 107), (ii) download, store and distribute (including by emailing through the functionality of the Online Services) insubstantial amounts of select materials from the Online Services (in machine-readable form), so long as such downloading, storing and distributing is consistent with the Authorized Use, and (iii) quote and excerpt insubstantial amounts of materials from the Online Services in memoranda, briefs and similar work created by you in the ordinary course of your research and work consistent with the Authorized Use. You shall comply with all applicable conventions regarding copyright and source of material attribution. If you wish to use the materials from the Online Services in any manner not expressly permitted by this Agreement, you may request written permission from CCH by giving to CCH a written description of the intended use and such other information as CCH may request. Only an authorized representative of CCH may grant such permission.  The granting of such a request may entail payment of an additional fees.

Trademarks . The trademarks, service marks, trade names, and logos, including, but not limited to, page headers, custom graphics, button icons, and scripts (collectively, the "Trademarks" ) used and displayed on the Online Services are registered and unregistered trademarks, service marks and/or trade dress of CCH or its licensors, and you may not copy, imitate or use the Trademarks, in whole or in part, for any purpose.  No license or other right to use any Trademark used or displayed on the Online Services is granted to you.

Hyperlinks. You are granted a limited, nonexclusive right to create a "hypertext" link to this Online Service provided that such link does not portray CCH or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner.  This limited right may be revoked at any time for any reason whatsoever.

Framing and Linking . You may not, without the prior written consent of CCH, use framing techniques to enclose any Online Service or any CCH Trademark, logo or trade name or other proprietary information including the images found on the Online Services, the content of any text or the layout/design of any page or any form contained on a page. Links to third-party websites on the Online Services are provided solely as a convenience to you.  If you use these links, you will leave the Online Services.  CCH has not reviewed all of these third-party websites and does not control and is not responsible for any of these third-party websites, their content or their policies, including, without limitation, privacy policies or lack thereof.  CCH does not endorse or make any representations about third-party websites or any information, software or other products or materials found there, or any results that may be obtained from using them.  If you decide to access any of the third-party websites linked to the Online Services, you do so entirely at your own risk.  You acknowledge and agree that CCH 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, the use of or reliance on any such third-party websites.

Limited Access . Any access to, or attempt to access, for any reason areas of any computer system or other information thereon (except for the limited portions of the Online Services that you have expressly been provided access to pursuant to a Customer Agreement) is strictly prohibited.  You agree that you will not use any robot, spider, other automatic device, or manual process to "screen scrape, "monitor, "mine," or copy the Web pages on any Online Service or the content contained herein in whole or in part.  You will not spam or send unsolicited e-mail to any other user of the Online Services for any reason.  You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of any Online Service.  You agree that you will not take any action that imposes an unreasonable or disproportionately large load on any infrastructure supporting this Online Service.

Data Related to the Online Services . The functionality of the Online Services is not intended to be used by you or Customer to store, capture, or transmit Customer client confidential or personally identifiable information and should not be used in that manner .  In the course of using the Online Services, you may enter or provide us with search terms, text, and other information and data concerning your usage of the Online Services (collectively, "Data" ).  To the extent that such Data is obtained or stored by CCH in a form that enables CCH to identify it as attributable to you, CCH will: (x) keep the Data confidential using the same standard of care as its uses to protect its own confidential information but in no event less than reasonable care; and (y) limit access to the Data to its resources who have a need to know such information in connection with fulfilling their responsibilities to CCH and CCH will be responsible for any non-compliance committed by such resources.  Notwithstanding the foregoing and without limiting the "Processing Purposes" described in the Data Protection Annex (defined below), CCH may use the Data to (i) perform under and manage and make decisions about this Agreement and any matters (such as making the Online Services available to Customer's users, customer support, invoicing and fee arrangements) arising in connection with this Agreement; (ii) communicate with you and your users that work for you in relation to matters arising under or in connection with this Agreement and in connection with services and products that CCH may offer from time to time, (iii) comply with regulatory and legal obligations to which CCH is subject, (iv) establish, exercise, and defend legal rights and claims, (v) manage customer relationships, (vi) manage risk,  perform quality reviews, and manage security and operations, (vii) record, monitor, assess and analyze the use of the Online Services and improve the content and the functionality of the Online Services, (vii) market, advertise and send reports to you or Customer's organization, (viii) compile statistical and other information related to the performance, operation and use of the Online Services, including for the purposes of sending reports to you or Customer's organization, and (ix) internal financial accounting, information technology and other administrative support services.   To the extent that CCH makes any Data publicly available, it will only do so on an aggregated basis from which it will not be possible to identify you as the source of such Data.

Username and Password; IP Automatic Access .  You agree not to give or make available your username or password, or IP automatic access or other means to access your account, to any other individual.  You remain responsible for all access to the Online Services via your username and password, even if not authorized by you.  If you believe that your password or other means to access your account has been lost or stolen or that an unauthorized person has or may attempt to use the Online Services, you must immediately notify applicable customer support for the specific Online Services being used. 

Term and Termination . This Agreement is effective at all times that you have access to the Online Services.  The term of your access is governed by the applicable Customer Agreement. If the term of your access has expired then you shall discontinue your use of the Online Services.  Your access to the Online Services, as well as the applicable Customer Agreement, will terminate automatically without any prior notice from CCH if you violate the "Authorized Use and Restrictions" section of this Agreement.  Your access to the Online Services, as well as the applicable Customer Agreement, may be terminated by CCH upon prior written notice if you fail to materially comply with any other provision of this Agreement or such Customer Agreement and fail to remedy such failure within thirty (30) of the date of such written notice. Upon termination, you will no longer be permitted access to any Online Services and your access mechanisms will be deactivated. You must also immediately discontinue use of any hyperlinks to the Online Services.  Termination will not affect CCH's entitlement to any sums due related to the Online Services, and you will no