Tersm Of Use


Welcome to Replacement Reserves Reporting International, Inc. d/b/a Replacement Reserves Reporting, Inc. (“RRR,” “We,” or “Us”), an online back office, bookkeeping, and accounting service designed for small to medium businesses. Please read these Terms of Use, together with the RRR Service Privacy Policy (“Privacy Policy,” a copy of which may be found at www.replacementreservesreporting.com/policy which is hereby incorporated by reference as if fully set forth herein) (collectively the "Terms") fully and carefully before accessing or using www.replacementreservesreporting.com or any other platform or website(s) offering the RRR Services (collectively, "Website") or any content, products, and/or services made available by Us (together with the Website, the “RRR Services”). The Terms set forth the legally binding terms and conditions between Us and each Subscriber and Authorized User (as defined below) (“You”). Accordingly, these Terms govern Your access to, and use of, the RRR Services. You understand that Your acceptance as a client of the RRR Services, as well as Your access to, and use of, the RRR Services, is conditioned upon meeting and complying with the requirements and standards contained in RRR's client acceptance policies and procedures. You understand that the quality of the services provided by RRR are dependent upon the accuracy of the information provided by You, including but not limited to the completeness, spelling, grammar and consistency of names, addresses, descriptions, financial information and the like. You also understand it is Your sole responsibility to provide complete and accurate information and You will review all final document(s) before approving, signing, submitting and or returning them to the designated recipients.

The RRR Services are currently available to users and businesses who are located in the United States. If You or Your business are located outside of the United States, you may inquire about our services by contacting us at help@replacementreserves.com. Please see our “International Users” section of our Privacy Policy for users and businesses operated outside of the United States.

By registering to use and/or using the RRR Services in any manner, You, just as if You had done so in writing, (i) acknowledge that You have read and understood the Terms, (ii) represent and warrant that You are at least eighteen (18) years of age, and if applicable, have the authority to enter into these Terms on behalf of any person or entity for whom You are accessing or using the RRR Services, and (iii) agree to these Terms and all other rules, policies, and procedures that may be published on the Website from time to time, each of which are incorporated into these Terms, and each of which may be updated without notice to you. Certain of the RRR Services may be subject to additional terms and conditions specified by us from time to time; Your use of such RRR Services is subject to those additional terms and conditions, which are incorporated into these Terms by reference. These Terms are binding upon any use of the RRR Services, including by Subscribers and Authorized Users (each as defined below), and apply to You from the time that RRR provides You with access to the RRR Services. The RRR Services will evolve over time based on user feedback. RRR may amend these Terms from time to time without prior notice to you, and you are solely responsible for checking the Terms to ensure your agreement with them. IF YOU ARE ACCESSING THE RRR SERVICES IN YOUR CAPACITY AS AN ACCOUNTING FIRM OR A CERTIFIED PUBLIC ACCOUNTANT (EACH, A “CPA”), OR A CLIENT OF A CPA (EACH, A “CPA CLIENT”), CERTAIN TERMS AS EXPRESSLY INDICATED HEREIN MAY APPLY TO YOU, BUT NOT OTHER USERS, AND CERTAIN TERMS AS EXPRESSLY INDICATED HEREIN MAY NOT APPLY TO YOU AT ALL.


1. DEFINITIONS

“Subscription Charge” means the monthly fee (excluding any taxes) payable by You in accordance with the fee schedule set out on the Website ( www.replacementreservesreporting.com/pricing) or your pricing agreement with RRR. “Data” means any data and/or information inputted by You or on Your behalf into the Website. “Intellectual Property Right” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. “RRR”, “we” or “us” means Replacement Reserves Reporting International, Inc. and their affiliates, and their respective partners, principals, employees, and agents are collectively referred to herein as the “RRR Parties.”. “Authorized User” means any person or entity authorized by the Subscriber to access or use the RRR Services from time to time on behalf of the Subscriber. “Organization” means the organization the Subscriber represents or the organization an Authorized User has been added to and granted access to via the Website. “Subscriber” means the person or entity who registers to use the RRR Services, and/or any person or entity on whose behalf that person registers to use the RRR Services. “You” means any Subscriber or Authorized User. “Your” has a corresponding meaning.


2. USE OF SOFTWARE

  • 2.1. Subject to these Terms, RRR grants You and Your Authorized Users a non-exclusive, non-transferable and non-sublicensable (except as expressly permitted herein) license to access and use the RRR Services via the Website in accordance with Your or their role as either a Subscriber or Authorized User, whichever is applicable. You acknowledge and agree that:
    • 2.1.1 the Subscriber determines who is an Authorized User and what level of user role access to the relevant organization and Service(s) that Authorized User has;
    • 2.1.2 the Subscriber is responsible for all Authorized Users’ use of the RRR Services;
    • 2.1.3 the Subscriber controls each Authorized User’s level of access to the relevant organization and RRR Service(s) at all times and can revoke or change an Authorized User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorized User or shall have that different level of access, as the case may be; and
    • 2.1.4 if there is any dispute between a Subscriber and an Authorized User regarding access to any organization or RRR Service(s), the Subscriber shall decide what access or level of access to the relevant Data or RRR Service(s) that Authorized User shall have, if any.

3. RRR IS NOT A LAWYER OR LAW FIRM

  • 3.1 YOU HEREBY ACKNOWLEDGE AND AGREE THAT RRR, THE RRR SERVICES, AND OTHER CONTENT ARE NOT A LAW FIRM OR A SUBSTITUTE FOR A LAW FIRM. RRR CANNOT AND DOES NOT RENDER ANY LEGAL SERVICES TO YOU, AND THE RRR SERVICES ARE NOT, AND SHOULD NEVER BE, A SUBSTITUTE FOR LEGAL ADVICE OR LEGAL SERVICES. IF YOU NEED LEGAL ADVICE, WE ENCOURAGE YOU TO HIRE A LAWYER.

4. PAYMENT

This section applies to Subscribers who sign up for RRR Services.

  • 4.1 Billing: Upon registering for an account, you acknowledge that the RRR Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. Your account will be linked to www.paypal.com as a convenient and quick payment option for RRR Services. If necessary, we may take information from a completed credit card authorization form for monthly billing and payment purposes. YOU ACKNOWLEDGE AND AGREE THAT RRR MAY SUBMIT MONTHLY CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY RRR) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE RRR REASONABLY COULD ACT TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO www.replacementreservesreporting.com or contact help@replacementreservesreporting.com
  • 4.2 Subscription Fee changes: RRR may change the amount of  the Subscription Fee in its sole discretion from time to time upon notice to You.
  • 4.3 Payment: RRR will bill You for use of the RRR Services through a payment method linked to Your RRR Services account. RRR Services are billed on a monthly, quarterly and annual basis. By choosing to register for the RRR Services, you agree to pay RRR all charges at the prices then in effect for any use of such RRR Services in accordance with the applicable payment terms and you authorize us to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. RRR reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. RRR will continue billing monthly until this Agreement is terminated in accordance with Section 9. All billing information will be sent to You, or to a billing contact whose details are provided by You (“Billing Contact”), by email. You are responsible for payment of all taxes in addition to the Subscription Charge.
  • 4.4 Reaffirmation of Authorization: Your continued use without termination of the RRR Services reaffirms that RRR is authorized to charge You for RRR Services. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the RRR Services.
  • 4.5 Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the RRR Services. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Subscription Charges in relation to all of Your Authorized Users. Without prejudice to any other rights that RRR may have under these Terms or at law, RRR reserves the right to bill for the full (non-discounted) Subscription Charges due or suspend or terminate Your use of the RRR Services in respect of any or all of Your Authorized Users in the event that any amount owed for those Subscription Charges are not paid in full by the due date for payment.

5. YOUR OBLIGATIONS AND RESPONSIBILITIES

  • 5.1 General obligations: You must only use the RRR Services for Your own lawful internal business purposes, in accordance with these Terms and any additional or amended terms and conditions posted on the Website and/or noticed to you by RRR.
  • 5.2 Registration: You must provide accurate complete information and keep Your account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than You without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You may never use another person’s user account or registration information for the RRR Services without permission. You must notify us immediately of any change in Your eligibility to use the RRR Services, breach of security or unauthorized use of your account. You should never publish, distribute or post login information for your account. You will have the ability to delete Your account, either directly or through a request made us.
  • 5.3 Access conditions: ou must ensure that all usernames and passwords required to access the RRR Services are kept secure and confidential. You must immediately notify RRR of any unauthorized use of Your passwords or any other breach of security and RRR will reset Your password. You must take all other actions that RRR reasonably deems necessary to maintain or enhance the security of RRR’s computing systems and networks and Your access to the RRR Services. You are strictly liable to RRR, as well as any other RRR client or customer, for the acts or omissions of any third party or other person who accesses the RRR Services using your credentials, usernames and passwords.
  • 5.4 Prohibited Uses:As a condition of use, You promise not to use the RRR Services for any purpose that is prohibited by these Terms. You are responsible for all of Your activity in connection with the RRR Services. When accessing and using the RRR Services, You shall not (and shall not permit any third party to) either (i) take any action or (ii) upload, download, post, submit, transmit, input, or otherwise distribute or facilitate distribution of any Data on or through the RRR Services that:
    • 5.4.1 infringes any Intellectual Property Right , right of publicity or other right of any other person or entity or violates any law or contractual duty;
    • 5.4.2 You know is false, misleading, untruthful or inaccurate;
    • 5.4.3 is offensive, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
    • 5.4.4 constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
    • 5.4.5 contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of RRR or of any third party;
    • 5.4.6 may damage RRR’s, or any other person or entity’s, computing devices or software or may in any way which may impair the functionality of the RRR Services, Website, or other systems used to deliver the Services or impair the ability of any other user to use the RRR Services;
    • 5.4.7 constitutes an attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation;
    • 5.4.8 constitutes an attempt to undermine the security or integrity of RRR’s computing systems or networks or, where the RRR Services are hosted by a third party, that third party’s computing systems and networks;
    • 5.4.9 constitutes an attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the RRR Services are hosted;
    • 5.4.10 impersonates any person or entity, including any of our employees or representatives; or
    • 5.4.11 includes anyone’s identification documents or sensitive financial information (such as social security numbers, credit card account information, driver’s license or passport information).
  • 5.5 Usage Limitations: Your use of the RRR Services may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against RRR’s application programming interface. Any such limitations will be specified within the applicable Services.
  • 5.6 Information: You agree that in order to provide the RRR Services you must provide certain information on a timely basis. You agree that all information supplied by you or your agent to RRR will be complete and accurate. You acknowledge that RRR is relying upon such information in the preparation and completion of each and all orders without any verification by RRR as to its accuracy or completeness. You agree to provide updates to information on a timely basis. In providing the RRR Services RRR may provide advice or recommendations and you will provide all management decisions on a timely basis. You agree to hold the RRR Parties harmless and defend and indemnify the RRR Parties from and against any claims, causes of action, damages and liability of whatever kind or nature, including but not limited to court costs and reasonable attorney fees if information provided by you or your agent is inaccurate or incomplete. It is your responsibility to inform RRR of any changes or corrections to your information.
  • 5.7 Bookkeeping Preparation: The RRR Services include bookkeeping and the preparation of monthly financial statements prepared on the tax basis of accounting based on information You provide. These are not intended to be a full set of financial statements. Services to prepare the financial statements for Your business (or the business of your CPA Client, as applicable) are subject to the following:
    • 5.7.1 Our Responsibilities: In providing these professional services, we will comply with the AICPA's Code of Professional Conduct, including the ethical principles of integrity, objectivity, professional competence, and due care, and with regard to the financial statement preparations, we will also conduct our engagement in accordance with Statements on Standards for Accounting and Review Services (SSARSs) promulgated by the Accounting and Review Services Committee of the AICPA. Those standards do not required us to, and we will not, verify the accuracy or completeness of the information You provide to us for these services or otherwise gather evidence for the purpose of expressing an opinion or a conclusion. Accordingly, we will not express an opinion or a conclusion or provide any assurance on the financial statements. Our services cannot be relied upon to identify or disclose any financial statement misstatements, including those caused by fraud or error, or to identify or disclose any wrong doing within the entity or noncompliance with laws and regulations. In providing these services, we disclaim the following:
      The information and parameters you provide RRR for creation of the data reports to be submitted to lenders for replacement reserve reimbursement are not audited, reviewed, or compiled and, accordingly, no opinion or assurance is expressed on Our submission to your lender. These data reports may not be a full set of replacement reserve reimbursements and instead reflect transaction activity based on the information provided by You.
    • 5.7.2 Your Responsibilities: These services are provided on the basis that, through the acceptance of these Terms, You acknowledge and understand that our role is to prepare replacement reserve reports for submission to lenders. In providing these services to Subscriber, not including the Authorized User, as the owner or management of the business or the CPA advising such owner or management of the business have the following overall responsibilities:
      • 5.7.2.1. The plan You select for Services is based on the framework and parameters you provide and apply in the preparation of a replacement reserve report;
      • 5.7.2.2. Identifying all accounts relevant to these services;
      • 5.7.2.3. The design, implementation, and maintenance of any internal control relevant to the preparation and fair presentation of the reports that are free from material misstatement, whether due to fraud or error;
      • 5.7.2.4. To prevent and detect fraud;
      • 5.7.2.5. To ensure that the business complies with the laws and regulations applicable to its activities;
      • 5.7.2.6.The accuracy and completeness of the records, documents, explanations, and other information, including significant judgments, You provide to us for the engagement to prepare the reports;
      • 5.7.2.7. To review the data provided for errors and notify us within thirty (30) days;
      • 5.7.2.8. To provide us with additional information that may be requested for the purpose of the preparation of the report; and
      • 5.7.2.9. To provide us with access to persons within your business of whom we determine necessary to communicate.
  • 5.8 Filing and Business License Fees: You understand and agree that the RRR Service does not include filing fees and or business licensing fees. Except as otherwise noted, filing and recording fees include all mandatory or applicable federal, state, county and local administrative fees and may also include publishing, name check, handling processing fees and business licensing.
  • 5.9 Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Services (such as a message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the RRR Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the RRR Services, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the RRR Services, You represent that You are permitted to make such communication. RRR is under no obligation to ensure that the communications on the RRR Services are legitimate or that they are related only to the use of the RRR Services. As with any other mobile- or web-based forum, You must exercise caution when using the communication tools available on the RRR Services. However, RRR does reserve the right to remove any communication at any time in its sole discretion, whether or not it is believed to violate the Digital Millennium Copyright Act.
  • 5.10 Indemnity: You agree to defend, indemnify, and hold harmless RRR and the RRR Parties from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to Your or Your Authorized Users’ use or misuse of, or access to, the RRR Services, including Your or Your Authorized Users’ violation of the Terms, infringement by You, any of Your Authorized Users or any other third party using Your account or identity in the RRR Services of any intellectual property or other right of any person or entity, and Your or Your Authorized Users’ breach of any of these Terms or any obligation You may have to RRR, including (but not limited to) any costs relating to the recovery of any Subscription Charges that are due but have not been paid by You. We reserve the right to assume the exclusive defense control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with us in asserting any available defenses.

6. INTELLECTUAL PROPERTY

  • 6.1 General: Except as expressly provided herein, RRR alone retains all Intellectual Property Rights relating to the RRR Services. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information or documentation provided by You relating to the RRR Services (“Feedback”) shall be assigned by You to RRR. RRR will be free to use or disseminate Feedback. You will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Terms.
  • 6.2 Ownership and Use of Data: Except as set forth herein, You shall retain all Intellectual Property Rights (if any) in Your Data. However, Your access to the Data is contingent on full payment of the Subscription Charge when due. You hereby represent that you have permission to use all the Data provided to Us if you do not own it. You further represent that You have the right to give a license regarding any Data provided to Us for use in the course of our Services. You hereby grant RRR a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the RRR Services and for any other purpose related to provision of the RRR Services to You. You also hereby permit RRR, with the assistance of third parties, to use the information provided to RRR for other purposes, such as improving the delivery or quality of services or technology to You and other clients, to allow You and other clients to evaluate various business transactions and opportunities, and for use in presentations to You, other clients and non-clients. When Your information is used outside of RRR or such third parties assisting them, you will not be identified as the source of the information. You agree that any data or records uploaded to the RRR Services by You or on Your behalf or pursuant to Your direction shall become the property of RRR regardless of whether You become, or continue as, a client or Subscriber of the RRR Services. Upon termination of these Terms in accordance with Section 9, at any time RRR may, in its sole discretion, destroy Your Data or any information otherwise provided by You to RRR (or, if you are a CPA Client, provided by your CPA on your behalf) of any type or nature and shall have no obligation to maintain or provide such Data or information to You. In addition, RRR may retain Your Data or any information otherwise provided by You to RRR to comply with its obligations under applicable law, regulation, or professional policy regarding document retention (including to meet applicable reporting obligations).
  • 6.3 Backup of Data: You must maintain copies of all Data inputted into the RRR Services. RRR adheres to industry-standard policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of Data. RRR expressly excludes liability for any loss of Data no matter how caused.
  • 6.4 Third party applications and Your Data: The RRR Services may permit You to link to certain other websites, services or resources (“Third-Party Applications”) on the Internet, and certain Third-Party Applications may contain links to the RRR Services. If You choose to enable Third-Party Applications for use in conjunction with the RRR Services, You do so at Your own risk. These Third-Party Applications are not under our control. You acknowledge that RRR may allow the providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the RRR Services. You further acknowledge and agree that RRR 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 Third-Party Application, or for any disclosure, modification or deletion of Your Data by any Third-Party Applications. RRR is not responsible for the privacy practices of any Third-Party Applications, and urges You to read the privacy policies of any Third-Party Applications before enabling their use in conjunction with the RRR Services.
  • 6.5 Third party content: Content from other users, suppliers, advertisers, and other third parties, including Third-Party Applications, may be made available to You through the RRR Services. Because RRR does not control such content, You agree that RRR is not responsible for any such content. RRR does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and RRR assumes no responsibility for unintended, offensive, indecent, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. You understand that by using the Services You may be exposed to third-party websites that You find. RRR makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of Third-Party Applications accessible from the Website. RRR provides these links for Your convenience only and does not control such websites. RRR’s inclusion of links to such websites does not imply any endorsement of the materials on such Third-Party Applications or any association with their operators. The RRR Services may contain links to websites that are operated by RRR but which operate under different terms.
  • 6.6 It is Your responsibility to review the privacy policies and terms of use of any other website or mobile application that You visit, including any Third-Party Applications made available to You through the RRR Services. YOU AGREE THAT IN NO EVENT WILL RRR BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, SERVICES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THAT ANY CLAIM WHICH YOU MAY HAVE IN RESPECT OF SUCH THIRD-PARTY APPLICATIONS MAY ONLY BE ASSERTED AGAINST THE PROVIDER OF SUCH THIRD-PARTY APPLICATIONS, AND NOT AGAINST RRR OR ANY OF THE RRR PARTIES.

7. WARRANTIES AND ACKNOWLEDGEMENTS: COVENANTS

  • 7.1 Authority: You warrant that where You have registered to use the RRR Services on behalf of another person or entity, You have the authority to agree to these Terms on behalf of that person or entity and to bind that person or entity to perform any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
  • 7.2 Acknowledgement: You acknowledge that: You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the RRR Services (whether that information and Data is Your own or that of anyone else).
  • 7.3 RRR has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the RRR Services or access the Website on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You acknowledge and agree that:
    • 7.3.1 You are responsible for (i) ensuring that You have the right to do so; and (ii) authorizing any person or entity who is given access to Data;
    • 7.3.2 You agree that RRR has no obligation to provide any person or entity access to such information or Data without Your authorization and may refer any requests for information to You to address; and
    • 7.3.3 You will indemnify RRR against any claims or loss relating to:
      • RRR’s refusal to provide any person access to Your information or Data in accordance with these Terms,
      • RRR’s making available information or Data to any person with Your authorization.
    • 7.3.4 RRR does not warrant that use of the RRR Services will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the RRR Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the RRR Services. RRR is not in any way responsible for any such interference or prevention of Your access or use of the RRR Services.
    • 7.3.5 It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
    • 7.3.6 You remain solely responsible for complying with all applicable tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the RRR Services and the Website will comply with laws applicable to You (including any laws requiring You to retain records).
    • 7.3.7 You shall be responsible for compliance with all applicable laws and regulations applicable to any use of or access to the RRR Services outside of the U.S.
  • 7.4 Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the RRR Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the RRR Services, the Website, or the Terms.
  • 7.5 Warranty Disclaimer: THE RRR SERVICES PROVIDED BY RRR TO YOU ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. RRR HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. RRR DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. CERTAIN STATE LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES; IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
  • 7.6 Electronic Communications: RRR and You may communicate with one another by electronic mail or otherwise transmit documents in electronic form during the course of accessing or using the RRR Services. Each party accepts the inherent risks of these forms of communication (including the security risks of interception of or unauthorized access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices). You agree that the final hardcopy or electronic version of a document, or other written communication that RRR transmits to You, shall supersede any previous versions transmitted by RRR to You. By continuing to use the RRR Services, you consent to receive text messages sent by an automatic telephone dialing system. Consent to the terms of this Section is not a condition of purchase.

8. LIMITATION OF LIABILITY

  • 8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, RRR EXCLUDES ALL LIABILITY AND RESPONSIBILITY TO YOU (OR ANY OTHER PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE RRR SERVICES, FOR ANY (I) LOSS (INCLUDING LOSS OF INFORMATION, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROFITS AND SAVINGS), (II) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (III) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL DAMAGES RESULTING FROM ANY USE OF, OR RELIANCE ON, THE RRR SERVICES. CERTAIN STATE LAWS MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR FOR THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, RRR’s LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
  • 8.2 IF YOU SUFFER ANY DIRECT LOSS OR DAMAGE AS A RESULT OF YOUR USE OF THE SERVICES, ANY CLAIM BY YOU AGAINST RRR WILL BE LIMITED IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, TO THE SUBSCRIPTION CHARGES PAID BY YOU IN THE PREVIOUS TWELVE (12) MONTHS; PROVIDED THAT IF YOU ARE A CPA OR CPA CLIENT, RRR’S TOTAL LIAIBLITY TO CPA AND/OR CPA CLIENT IN AGGREGATE FOR SUCH INCIDENTS SHALL NOT EXCEED THE SUBSCRIPTION CHARGES ATTRIBUTABLE TO THE CPA CLIENT ACCOUNT(S) TO WHICH THE INCIDENTS RELATE IN THE PREVIOUS TWELVE (12) MONTHS. ANY REFERENCE TO RRR IN THIS SECTION ALSO INCLUDES THE RRR PARTIES AND ITS AND THEIR SUPPLIERS OR CONTENT PROVIDERS. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  • 8.3 If You are not satisfied with the RRR Services, Your sole and exclusive remedy is to terminate Your use of the RRR Services in accordance with Section 9, Termination, below.

9. TERMINATION

  • 9.1 Payment policy: Billing will begin from the day Your billing details are added into the RRR Services. RRR will not provide any refund for any remaining prepaid period for a prepaid Subscription Charge subscription.
  • 9.2 Term; Renewal; No-fault termination: These Terms will continue for the period covered by the Subscription Charge. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You (or Your CPA, if applicable) continue to pay the prescribed Subscription Charge when due, unless You (or Your CPA or CPA Client, if applicable) terminate this agreement by giving written notice to RRR at least thirty (30) days in advance. If this agreement is terminated in this manner on less than thirty (30) days before the end of your current billing period, Subscription Charges will be charged on a pro-rata basis for the following quarter until termination takes effect. RRR may terminate all or any portion of the RRR Services at any time immediately upon notice to You (or Your CPA, if applicable).
  • 9.3 Breach or Insolvency:
    • 9.3.1 If You: (i) breach any of these Terms (including, without limitation, by non-payment of any Subscription Charges) and do not remedy the breach within fourteen (14) days after receiving notice of the breach if the breach is capable of being remedied, OR (ii) breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Subscription Charges that are more than thirty (30) days overdue), OR (iii) You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, RRR may take any or all of the following actions, at its sole discretion:
      • 9.3.1.1. Terminate Your use of, and access to, the RRR Services and Website;
      • 9.3.1.2. Suspend for any definite or indefinite period of time, Your use of, and access to, the RRR Services and Website;
      • 9.3.1.3. Suspend or terminate Your access to all or any Data;
      • 9.3.1.4. Take any of the actions above with respect to any or all Authorized Users and other persons who have access to Your information or Data.
  • 9.4 For the avoidance of doubt, if payment of any invoice for Subscription Charges due in relation to any RRR Services is not made in full by the relevant due date, RRR may suspend or terminate Your use of the RRR Services, the authority for all or any of Your Subscribers or Authorized Users to use the RRR Services, or Your access to all or any Data.
  • 9.5 Accrued Rights: TTermination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You shall:
    • 9.5.1 remain liable for any accrued charges and amounts which become due for payment before or after termination;
    • 9.5.2 remain obligated to refrain from any actions prohibited by the Terms that survive termination; and
    • 9.5.3 immediately cease to use the RRR Services and the Website.

10. HELP DESK

  • 10.1 Technical Problems: n the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting RRR. If You still need technical help, please check the support provided on the Website or email us at help@replacementservicesreporting.com
  • 10.2 Service availability:While RRR intends that the RRR Services should be available from 9:00am to 6:00pm MST during business days, it is possible that on occasions the Services may be unavailable to permit maintenance or other development activity to take place. If for any reason RRR has to interrupt the RRR Services for longer periods than RRR would normally expect, RRR will use reasonable endeavors to publish in advance details of such activity on the Website.

11. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

  • 11.1 YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE RRR SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED IN ACCORDANCE WITH THE RULES FOR NON-ADMINISTERED ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING ACCOUNTING CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF ARBITRATORS IN ACCORDANCE WITH SUCH RULES. ANY ISSUE CONCERNING THE EXTENT TO WHICH ANY DISPUTE IS SUBJECT TO ARBITRATION, OR ANY DISPUTE CONCERNING THE APPLICABILITY, INTERPRETATION, OR ENFORCEABILITY OF THESE DISPUTE RESOLUTION PROCEDURES, INCLUDING ANY CONTENTION THAT ALL OR PART OF THESE PROCEDURES IS INVALID OR UNENFORCEABLE, SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT AND RESOLVED BY THE ARBITRATOR. BY OPERATION OF THIS PROVISION, THE PARTIES AGREE TO FOREGO LITIGATION OVER SUCH DISPUTES IN ANY COURT OF COMPETENT JURISDICTION. ARBITRATION SHALL TAKE PLACE IN THE CITY AND COUNTY OF DENVER, COLORADO AND SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 1, ET SEQ. THE ARBITRATOR SHALL HAVE NO POWER TO AWARD NON-MONETARY OR EQUITABLE RELIEF OF ANY SORT EXCEPT AS PROVIDED IN IICPR RULE 13 (INTERIM MEASURES OF PROTECTION). DAMAGES THAT ARE INCONSISTENT WITH ANY APPLICABLE AGREEMENT BETWEEN THE PARTIES, THAT ARE PUNITIVE IN NATURE, OR THAT ARE NOT MEASURED BY THE PREVAILING PARTY’S ACTUAL DAMAGES SHALL BE UNAVAILABLE IN ARBITRATION OR ANY OTHER FORUM. IN NO EVENT, EVEN IF ANY OTHER PORTION OF THESE PROVISIONS IS HELD TO BE INVALID OR UNENFORCEABLE, SHALL THE ARBITRATOR HAVE THE POWER TO MAKE AN AWARD OR IMPOSE A REMEDY THAT COULD NOT BE MADE OR IMPOSED BY A COURT DECIDING THE MATTER IN THE SAME JURISDICTION. JUDGMENT UPON THE AWARD RENDERED BY SUCH ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. IN THE EVENT THAT RRR PREVAILS IN ANY PROCEEDING, WHETHER BROUGHT BY YOU OR RRR, IN CONNECTION WITH THESE TERMS OF USE OR THE RRR SERVICES, RRR WILL BE ENTITLED TO RECEIVE ITS COSTS, EXPERT WITNESS FEES AND REASONABLE ATTORNEY’S FEES, INCLUDING COSTS AND FEES ON APPEAL.
  • 11.2 Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.

12.WRITTEN RECOMMENDATIONS

Written recommendations provided to You in connection with the RRR Services will be based on facts, representations, assumptions, and other information You provide to Us, the completeness, accuracy and timeliness of which are critical factors in Our ability to timely and accurately complete the RRR Services. It is Your responsibility to inform Us how you would like to proceed based on your desired outcomes. Unless You request and We agree under a separate writing (a newly issued engagement letter or service agreement) after Our recommendations have been issued in final form to You, RRR will not update Our recommendations to take into account Your updating the facts you provide to Us through your discovery of new or additional facts, or Your updating any information that may have formed the basis of any assumptions We made in developing Our recommendations.

13. USE OF THIRD PARTIES

  • 13.1 You acknowledge and agree that in connection with the performance of the RRR Services, RRR, in their discretion or at Your direction, may utilize the services of third parties within and outside of the United States to complete the RRR Services or analyze Your information.
  • 13.2 You further acknowledge and agree that RRR Parties may have access to confidential information from offshore locations, and that RRR uses third parties within and outside of the United States to provide at RRR’s direction administrative, clerical or analytical services to RRR. These third parties may in the performance of such services have access to Your confidential information. RRR represents to You that with respect to each third party, RRR has technical, legal and/or other safeguards, measures and controls in place to protect confidential information of You from unauthorized disclosure or use.
  • 13.3 Accordingly, Your agreement under this Section 13 extends to disclosure, ability to access, and use of Your confidential information by the third parties for the purposes set forth in these Terms and this section 13.
  • 13.4 Any services performed by a third party shall be performed in accordance with the Terms, but RRR shall remain responsible to You for the performance of the RRR Services. You are not a third party beneficiary of any contracts or relationships RRR has with third parties under this Section 13. You agree that any claim relating to the RRR Services may only be made against RRR, whether performed by RRR or on its behalf by a third party under this Section 13.

14. GENERAL

  • 14.1 Entire agreement: These Terms, which as stated above incorporate by reference the Privacy Policy and any additional or amended terms and conditions applicable to the Services, constitute the entire agreement between You and Us with respect to the RRR Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Us with respect to the Services.
  • 14.2 Modification: RRR reserves the right, in its sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the RRR Services (including without limitation, the availability of any feature, database, or content) at any time and may post notice to such effect on the Website. We may also impose limits on certain features and services or restrict Your access to parts or all of the RRR Services without notice or liability. While we will timely provide notice of modifications, it is also Your responsibility to check these Terms periodically for changes. Your continued use of the RRR Services following notification of any changes to these Terms constitutes acceptance of those changes, which will apply to Your continued use of the RRR Services going forward. Your use of the RRR Services is subject to the Terms in effect at the time of such use.
  • 14.3 Force majeure: RRR shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
  • 14.4 Assignment: These Terms are personal to You, and You may not assign, transfer or sublicense (except as expressly permitted hereunder) Your license and/or right hereunder without RRR’s written consent. RRR may assign, transfer or delegate any of its rights and obligations hereunder without consent.
  • 14.5 Agency: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms.
  • 14.6 No Waiver: Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide You with written notice of such waiver through one of our authorized representatives.
  • 14.7 Heading: The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
  • 14.8 Governing law and jurisdiction: These Terms shall be governed by, and construed in accordance with, the laws of the State of Colorado, including its conflict of law rules, and the laws of the United States. Subject to the provisions of Section 11 above, You agree that any dispute arising from or relating to the subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the state and federal courts in the state of Colorado.
  • 14.9 Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
  • 14.10 Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to RRR must be sent to help@replacementreservesreporting.com. Changes to the RRR email for purposes of this Section 14.10 may be made by providing You notice of the change(s) in compliance with this Section 14.10. Notices to You will be sent to the email address You provided when setting up Your access to the RRR Services, as the same is updated or maintained by You in compliance with these Terms and the RRR Services. We do not have any duty to notify all Authorized Users when sending notice to Subscriber. By accessing or using the RRR Services, you acknowledge that you have read and agree to be bound by these Terms of Use. YOUR USE OF THE RRR SERVICES CONSTITUTES YOUR ACCEPTANCE OF ALL OF THE PROVISIONS OF THESE TERMS OF USE. IF YOU ARE UNWILLING TO BE BOUND BY THESE TERMS OF USE, DO NOT USE THE RRR SERVICES.