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DropBox Shared Folder Terms and Conditions of Use


Acceptance of Terms and Use. Talley, LLP; Talley Law Group, LLP; Group11 Advisors, LLC;  Prysmatic Advisors, LLC; and CTO Advantage, LLC (hereinafter referred to as “TGOC”) will share a Dropbox folder (hereinafter referred to as “Dropbox”) with you subject to the terms, conditions and notices contained herein (hereinafter referred to as the “Agreement”). By using Dropbox from TGOC, you agree to these terms, conditions and notices of this Agreement. If you are not a client of TGOC or an authorized employee of a client of TGOC, any use by you of Dropbox initiated by TGOC is prohibited.

Description of Service. A Dropbox folder shared with one client email address provides authorized employees of clients of TGOC with access to information displayed on Dropbox for delivery of documents and communications for their account only. The information, documents and communications on Dropbox are provided as a convenient resource to TGOC clients and may be used for informational purposes only for their account.

User Password and Security. Using Dropbox and its related services require the use of a password and a user name. The confidentiality of your password and account is your responsibility. Any activities that occur under your account are your responsibility. You agree to notify TGOC immediately of any unauthorized use of your account or any other breach of security. It is prohibited to use anyone else's account without the express permission of that account holder. Terms of Service. You agree to comply with’s terms of service and acceptable use policy located at website.

Accuracy of Content and Liability Disclaimer. TGOC will strive to use reasonable efforts to include accurate and updated information that is shared with TGOC’s client through Dropbox shared folders; however, you understand and agree that TGOC is under no obligation to do so and neither TGOC nor their suppliers makes any representation or warranty about the suitability, reliability, availability, timeliness, and accuracy of the information, software, documents and communications contained on Dropbox for any purpose. To the maximum extent permitted by applicable law, all such information, software, documents and communications are provided "as is" without warranty or condition of any kind. TGOC, and their 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 non-infringement.

To the maximum extent permitted by applicable law, in no event shall TGOC 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 Dropbox, with the delay or inability to use Dropbox or related services, whether based in contract, tort, negligence, strict liability or otherwise, even if any of TGOC or their suppliers have been advised of the possibility of damages.

If you are dissatisfied with any portion of Dropbox, information, documents or communications on Dropbox, or with any of these terms and conditions of use, your sole and exclusive remedy is to cease using Dropbox and the information, documents or communications you obtained from Dropbox.

Arbitration All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California. An award of arbitration may be confirmed in a court of competent jurisdiction.

Icons, Logos and Other Proprietary Material. The trademarks, logos, and service marks (collectively the "Trademarks") displayed in shared documents in Dropbox are registered and common law Trademarks of TGOC. Nothing contained on Dropbox should be construed as granting, by implication, or otherwise, any license or right to use any of the Trademarks displayed on Dropbox without the written permission of TGOC or such third party that may own the Trademark. Your use of any of the Trademarks displayed on Dropbox or displayed on any content on Dropbox is strictly prohibited.

You should assume that everything you see or read on Dropbox 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 Dropbox without the written permission of TGOC or its suppliers.

Changes to Terms and Conditions of Use. TGOC may at any time modify the terms, conditions and notices of this Agreement under which Dropbox is offered by updating this posting. You will receive notification via your Dropbox account within ten days of any modification of the terms and conditions underlying this Agreeement.

Confidentiality, Information Protection, and Protection of Data. Notwithstanding any existing legal or contractual obligations regarding confidentiality between you and TGOC, you undertake to treat all knowledge relating to business secrets, Trademarks, or any information which come into your possession through Dropbox, as confidential. You shall assure that any protected data, which comes into your possession through the use of Dropbox, is not transmitted to any unauthorized person. In partial consideration of the opportunity to access the resources of Dropbox concerning your account, you agree to maintain the strict confidentiality of access of Dropbox and its data to you and your authorized employees and to indemnify and hold harmless TGOC, and its officers, shareholders and employees and their 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 which may arise from your or your employees' use of Dropbox or because of a violation of this Agreement.

No Unlawful or Prohibited Use. You are prohibited from using Dropbox to damage, disable, or overburden TGOC servers or network or impair Dropbox or interfere with any other party's use of Dropbox. Hacking, password mining or any other means to gain unauthorized access to Dropbox, portal accounts, computers 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 would be considered a criminal offense, give rise to civil liability, or otherwise violate any law is also prohibited. TGOC will fully cooperate with any law enforcement authorities or court order requesting or directing TGOC to disclose the identity of anyone posting any such information or materials. TGOC are equal opportunity employers and value the diversity of their people. TGOC reserves the right to terminate your use of Dropbox for any violation of this Agreement.

IRS CIRCULAR 230 DISCLOSURE. To ensure compliance with requirements imposed on June 20, 2005 by the United States Treasury, we inform you that any tax advice contained in communication (including any attachments) using Dropbox was not intended or written to be used, and cannot be used, for the purpose of 1) avoiding tax-related penalties or 2) promoting, marketing or recommending to another party any tax-related matters addressed in this communication.

Prior to using Dropbox with TGOC, you must complete the information requested in the form that follows and submit it either by pressing the “Submit” button or mailing the completed form directly to Talley LLP, 1100 Town & Country Rd, Suite 1111, Orange, California 92868.

Acknowledgement *

Choose one Team member if associated with multiple.

By returning your completed form or by using the Submit button below, you acknowledge that you have read and agree to the Agreement set forth in this document. When we receive the completed acknowledgement of the Agreement we will initiate a shared Dropbox folder with you to the above "Dropbox email" address.

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