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Terms of Use of the Portal of PricewaterhouseCoopers

Various parts of this portal ("Portal") are provided by a number of independent member firms within the PricewaterhouseCoopers network1 ("PwC entities"). Details of the entity that provides any particular part of the Portal are available on the relevant part of the Portal. The Portal is located at http://www.pwc.com/. Your access to, and use of, the online information and services provided through the Portal are subject to the following terms of access. These terms of access may be updated at any time without notice to you and you can review the most current version of the terms and conditions at any time on the Portal.

Privacy Policy

Certain information about you may be subject to our privacy policy. For more information, see our full privacy policy.

1. Online Services.

1.1 Online Services Unless expressly stated otherwise, the online information (collectively, the "Information") provided by any PwC entity through the Portal is for general information only. It is not intended for investing or trading purposes. PwC entities will provide the Information based on the law, rules, applicable regulations and associated interpretations existing at the time identified on the Portal for any particular Information. The application and impact of laws can vary widely based on the specific facts involved. Given the changing nature of laws, rules, and regulations, and the inherent hazards of electronic communication, there may be delays, omissions, or inaccuracies in the information presented on this Portal. The provision of Information on the Portal does not constitute the provision of tax preparation services, tax advice or tax counsel, specific investment advice, legal advice, or professional consulting of any kind. The Information should not be used as a substitute for consultation with professional tax, accounting, legal, or other competent advisors. Before making any decision or taking any action, you should consult a professional advisor who has been provided with all pertinent facts relevant to your particular situation.

2. Disclaimers and Assumptions of Risk

2.1. General Disclaimer

2.1.1. THE INFORMATION PROVIDED TO YOU HEREUNDER IS PROVIDED "AS IS," "AS AVAILABLE," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PwC ENTITY AND ITS LICENSORS, BUSINESS ASSOCIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SAME, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, NON-INTERFERENCE, ERROR-FREE SERVICE AND UNINTERRUPTED SERVICE.
2.1.2. THESE TERMS ARE NOT AN OFFER OF ANY FINANCIAL OR OTHER GOODS OR SERVICES EXCEPT FOR THOSE EXPLICITLY LICENSED HEREUNDER.
2.1.3. NO PwC ENTITY TAKES RESPONSIBILITY FOR MONITORING OR REGULATING THE RELATIONSHIP BY AND AMONG YOU AND ANY OTHER PERSONS WHO USE THE INFORMATION PROVIDED HEREUNDER.
   
2.2. Downtime, Data Loss and Security.
2.2.1. You understand and agree that no representation or warranty is made with respect to the functionality or availability of the Information, and that all or any portion(s) of the Information may for a variety of reasons be unavailable to you for use either temporarily or permanently without notice.
2.2.2. You further agree and understand that information and data related to the Information may be irretrievably lost or destroyed at any time, and it will be your responsibility to make all necessary copies and backups of any appropriate information and data posted to or obtained or available from the Portal.
2.2.3. You agree that no PwC entity, its licensors and suppliers will have any liability due to your inability to access the Portal, the Information, any portion thereof or any related data or information, and will not have any liability in connection with the loss or destruction of any such data or information.
2.2.4. You understand and acknowledge that no Portal or network is immune from unauthorized access. Accordingly, no PwC entity will have any liability or responsibility in connection with any unauthorized access to the Portal or Information.
2.2.5. You understand and agree that the Portal or the Information may be unavailable due to scheduled maintenance.
2.2.6. Each PwC entity reserves the right to prevent or limit access to the Portal or Information for security, upgrades or other reasonable purposes.

3. Limitation of Liability

3.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PwC ENTITY NOR ANY OF THEIR OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, AFFILIATES, BUSINESS ASSOCIATES, LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF ACCESS, THE INFORMATION, THE PORTAL, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF.

3.2 IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PwC ENTITY NOR ANY OF THEIR AFFILIATES, LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY LOSS OR DAMAGE SUFFERED BY YOU WHICH ARISES OUT OF OR IN CONNECTION WITH ANY INFORMATION OR THE PORTAL.

NOTWITHSTANDING THE FOREGOING, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

4. Indemnification. To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party's option), indemnify and hold PwC and its respective partners, principals, employees, licensors, agents, affiliates, business associates, suppliers and insurers harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) and expenses in connection with any claim arising out of or in connection with any content or information posted or transmitted by you using the Services or that otherwise arise out of your use of the Services or that of any other third party who is given or gains access to the Services due to your action or inaction. At any time, PwC has the right to forego the indemnification and assume the defense of any claim. Notwithstanding the foregoing, it is not the intent of the parties to affect the rights of PwC's insurers to assume the defense or settlement of any claim against PwC for which insurance coverage is sought under any PwC policy.

5. Eligibility

5.1 Eligibility. You may use the Portal under these terms of access provided that: (a) you are using the Portal on behalf of your employer, which is a corporate or other business entity or business partnership which can enter into legally binding contracts over the Internet under applicable law; (b) you are not incorporated, registered or established under the laws of Cuba, North Korea, Libya, Iran, Federal Republic of Yugoslavia (Serbia and Montenegro) (FRY), Iraq, Sierra Leone, Sudan, Afghanistan, Angola or Myanmar (Burma) and are not using the Portal from any such country; and (c) you are not prohibited to access the Portal under any applicable laws, rules or regulations. If you do not qualify under the foregoing eligibility requirements, you cannot use the Portal, and if you do use the Portal, you acknowledge and represent that you are eligible to use the Portal and that you are not a person referred to above. In the event that you are a person who does not meet the eligibility criteria set out above but nevertheless uses the Portal, you as a non-eligible party shall have all the obligations, responsibilities and liabilities as would an eligible entity who has accessed this Portal. All registrations must contain the required fields indicated on the registration form.

5.2 Restrictions Except as otherwise expressly permitted under these terms of access, you may not do any of the following, nor may you authorize any third party to do any of the following with respect to the Information or the Portal, including without limitation any of its related technology and databases: (a) access or use any portion except for your internal business purposes (and, in particular, not to use or access any portion for marketing or advertising purposes; (b) modify or create any derivative works; (c) decompile, disassemble, reverse engineer, or otherwise attempt to derive the related source code; (d) redistribute, encumber, sell, rent, lease, use for service bureau purposes, sublicense or otherwise transfer any related rights; or (e) remove or alter any related trademark, logo, copyright or other proprietary notices, legends, symbols or labels. You may not reproduce or copy any portion of the Portal or Information other than: (i) to access the Portal and Information in accordance with these terms of access; or (ii) to reproduce a reasonable number of hard copies of information obtained from the Portal and Information for use in accordance with the terms hereof provided that such copying is done only on an ad hoc basis and that no more than one article or extract is reproduced on each occasion.

5.3 Linking. You may not link to the Portal from any website without prior written consent from a PwC entity. If and where the Portal provides links to any third party website, such website may not be under the control of a PwC entity and accordingly no PwC entity will have responsibility for, and they do not make any representations or warranties with respect to, such website or any content, products or services in connection therewith, and no PwC entity endorses any of the same. No PwC entity shall not be responsible or liable, directly or indirectly, for any damage or loss caused by the use or reliance on any such content, goods or services available through any such site or resource.

5.4 Compliance with Laws You will comply with all applicable domestic and foreign laws, rules and regulations in connection with your use of the Portal and Information provided hereunder including but not limited to all applicable laws that relate to transmission of technical data exported from the country in which you reside.

5.5 Changes to Portal and Information. PwC entities reserve the right to change without notice, at their sole discretion, the content, presentation, performance, functionality and availability of the Information and/or the Portal.

5.6 Ownership All right, title and interest in and to the Portal and the Information, including without limitation all information and related technology, shall remain with the relevant PwC entity and/or its licensors (except with respect to content placed on the Portal by certain other third parties), and you shall have no rights in the Information or the Portal or any PwC entities' other intellectual property. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with any PwC entities' or its licensors' ownership of or rights with respect to the same.

6. Suspension of Portal A PwC entity may suspend the provision of the Portal or the Information in whole or in part until further notice without warning for any reason.

7. Digital Millennium Copyright Act; Contact Information

7.1 Digital Millennium Copyright Act If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide PwC's Copyright Agent the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

PwC's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

  By mail:
Adrienne Skipper
P.O. Box 30004
Tampa, Florida 33630-3004
 
  By phone:
(813) 351-2785
   
  By email:
adrienne.skipper@us.pwc.com

8. General

8.1 GOVERNING LAW, JURISDICTION AND VENUE. THESE TERMS OF ACCESS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH APPLICABLE U.S. FEDERAL LAW AND THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. YOU IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE UNITED STATES FEDERAL AND NEW YORK STATE COURTS LOCATED IN AND SERVING THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE OR CLAIM ARISING UNDER THESE TERMS OF ACCESS. EACH PARTY WAIVES ANY RIGHT THAT IT MAY HAVE TO ASSERT THAT SUCH FORUM IS NOT CONVENIENT. EACH PARTY AGREES NOT TO DEMAND A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF ACCESS, THE PORTAL OR THE INFORMATION. THE 1980 UN CONVENTION ON CONTRACTS FOR INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AGREEMENT.

8.2 Contact Information You may contact a PwC entity at the address indicated on the part of the Portal provided by that entity.

8.3 Conflict; Severability In the event of any conflict between these terms of access and any procedures or requirements set out in the Portal, the provisions of these terms of access will prevail. If any provision of these terms of access is held to be invalid, void or illegal, it will be severed from these terms of access and will not affect, impair or invalidate any other provision, and it will be replaced by a provision which comes closest to such severed provision in language and intent without being invalid, void or illegal.

8.4 No Implied Waiver No right under these terms of access or breach hereof may be waived except in writing signed by the parties hereto. The failure of either party to require performance of any provision of these terms of access will not be construed as a waiver of such party's rights to insist on performance of such provision or any other provision at some other time.

8.5 Specific Terms The Portal is a portal through which a number of services and products may be provided by PwC entities or their affiliates and particular modules or services may be provided on terms and conditions specifically applicable to those modules or services. You will be asked to agree to those terms and conditions before you first access those modules or services.

1The PricewaterhouseCoopers network includes any entity which carries on business under a name which includes all or part of the PricewaterhouseCoopers name, is a direct or indirect affiliate or subsidiary of a PricewaterhouseCoopers entity or its otherwise within (or associated or connected with an entity within) or is a correspondent firm of the worldwide network of PricewaterhouseCoopers firms, where "entities" or an "entity" includes partnerships, firms, corporations or other entities wherever located.

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