Effective Date: June 17, 2010
The following Terms and Conditions of Use Agreement (this "Agreement") constitutes a legal agreement between you and your company or organization and/or its representatives (collectively, "Recipient") and PricewaterhouseCoopers LLP, a Delaware Limited Liability Partnership (also referred to herein as "PwC", "we" or "us") and governs Recipient's use of this website and the downloading of content and other information contained on the website, PricewaterhouseCoopers Fraud Forum, located at http://usfraudforum.pwc.com (the “Site”). An integral part of this Agreement of the PricewaterhouseCoopers Privacy Statement. This Agreement may be amended by us from time to time.
BY USING THE SITE, OR BY REGISTERING WITH US, RECIPIENT AGREES TO THE TERMS AND CONDITIONS OF USE IN THIS AGREEMENT, including that Recipient agrees to transact with us electronically, and that Recipient consents to the information practices disclosed in our Privacy Statement. If Recipient does not agree to this Terms and Conditions of Use Agreement, Recipient should not use the Site. Please note that we offer the Site "AS IS" and without warranties of any kind. An individual user is also agreeing that she/he is an authorized representative of her/his company or organization for purposes of entering into this Agreement, and is also agreeing that such company or organization will abide by all of the provisions of this Agreement.
I. About the Site
In order to access the Site, Recipient will be required to provide some basic information to us, such as the name of the individual user accessing the site, his or her email address, and the name and address of the individual user's company or organization. During registration Recipient will create a user name and a permanent password. These are your credentials for accessing Content that is only available to registered users ("Credentials").
III. Recipient's Personal Information
The Privacy Statement explains the information practices that apply to the personal information we have about Recipient.
IV. Recipient's Responsibilities
Recipient is responsible for all use and misuse of the Site made using Recipient's Credentials and all usage or activity on Recipient's account made using Recipient's Credentials, whether or not authorized by Recipient. Recipient agrees not to link to the Site from any website or disclose or distribute any Content to any other parties, or information received orally or in writing from Client or from us relating to such Report, without our prior written consent. Recipient is responsible for keeping its password confidential and for notifying us immediately if the password has been hacked, stolen or is otherwise compromised. Recipient may notify us if the password has been compromised by using the “contact us” link provided on the Site. Recipient may only use the Credentials that have been assigned to Recipient. Use by Recipient of another person's Credentials is forbidden. Recipient may use the Site and the Content for lawful purposes only. We may take any legal and technical remedies to prevent the violation of this provision and to enforce this Agreement, including without limitation rescinding Recipient's access to the Site.
V. Limitation on Use of Automated Tools
Recipient may not use any robot, spider, scraper or other automated means to access the Site or Content for any purpose without our express written permission. Recipient agrees not to violate any of our access policies and acknowledge that any violation of the policies may result in termination of Recipient's access to the Site, deactivation or deletion of Recipient's registration, and denial of any further access to the Site.
VI. Changes to the Terms and Conditions of Use Agreement
This Terms and Conditions of Use Agreement governs Recipient's relationship with us and our licensors, partners, affiliates and other member firms of the PricewaterhouseCoopers network of firms. Please note that we may change this Terms and Conditions of Use Agreement at any time to reflect changes in the applicable laws, new Content or as we otherwise deem appropriate, by posting a revised version of this Agreement on the Site. If Recipient disagrees with any changes to this Agreement, Recipient may discontinue its use of the Content and the Site and cancel its registration. Recipient's ongoing use of the Content and the Site after the changes are posted signifies Recipient's agreement to the new terms. We encourage Recipient to review the Terms and Conditions of Use Agreement regularly.
VII. Links to Other Sites
VIII. No Spam
Recipient may not use contact information provided by our users, or harvest information about our users, for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications such as SPAM. Recipient may not allow others to use Recipient's account to violate the terms of this Article. We may terminate Recipient's access to the Site immediately and take other legal action if Recipient or anyone using Recipient's Credentials violates these provisions.
IX. Recipient's Use of Content; Limited License and Permitted Uses
X. Legal Compliance and International Use
Recipient agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Recipient's use of the Site and any Content provided therein. If Recipient accesses the Site from a location outside the U.S., Recipient may be subject to additional requirements from Recipient's jurisdiction. Recipient is responsible for complying with the laws of all jurisdictions applicable to Recipient's use of the Site.
XI. Indemnification and Release
XII. General Limitation of Liability
RECIPIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM RELATED TO RECIPIENT'S USE OF THE SITE OR ANY DISPUTE WITH US IS THE CANCELLATION OF RECIPIENT'S REGISTRATION ON THE SITE. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM RECIPIENT'S USE OF OR INABILITY TO USE THE SITE OR THE CONTENT. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR LICENSORS, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW, BUT IN NO EVENT SHALL EXCEED $5,000.00 IN THE AGGREGATE FOR ANY AND ALL CLAIMS RELATED TO THE SITE AND THE CONTENT.
XIII. Disclaimer; We Make No Warranties
THE SITE, REPORTS AND OTHER CONTENT ARE ALL PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND. WE AND OUR LICENSORS, PARTNERS, AFFILIATES AND OTHER PWC MEMBER FIRMS HEREBY DISCLAIM ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING AND WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES ON THE SITE OR IN THE CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE VIA THE SITE. THE SITE AND THE CONTENT DO NOT CONSTITUTE A REVIEW TO DETECT FRAUD OR ILLEGAL ACTS. WE DO NOT, AND OUR LICENSORS, PARTNERS, AFFILIATES AND OTHER PWC MEMBER FIRMS DO NOT, WARRANT THAT USE OF THE SITE OR THE CONTENT WILL BE ERROR FREE. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN AN ELECTRONIC FILE ON THE SITE OR WITHIN A FORM OR DOCUMENT ON THE SITE IS DISCLAIMED. RECIPIENT HAS THE SOLE RESPONSIBILITY FOR VERIFYING THE COMPLETENESS AND ACCURACY OF ALL INFORMATION MADE AVAILABLE ON THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO A RECIPIENT. RECIPIENT MAY ALSO HAVE OTHER LEGAL RIGHTS THAT MAY VARY BY JURISDICTION.
XIV. Downtime; Security
You understand and agree that no representation or warranty is made with respect to the functionality or availability of the Site and the Content, and that all or any portion(s) of the Site and the Content may for a variety of reasons be unavailable to you for use either temporarily or permanently without notice. You understand and agree that the Site or the Content may be unavailable due to scheduled maintenance. PwC reserves the right to prevent or limit access to the Site or the Content for security, upgrades or other reasonable purposes. You understand and acknowledge that no website or network is immune from unauthorized access. Accordingly, PwC shall not have any liability or responsibility in connection with any unauthorized access to the Site or the Content.
XV. Termination and Survival of Certain Provisions
We may terminate and/or suspend Recipient's use of the Site or access immediately, without notice, if there has been a violation of this Agreement or other policies and terms posted on the Site by Recipient or someone utilizing Recipient's Credentials. Recipient's right to use the Site will end once your registration (if any) is cancelled or terminated. Recipient may terminate its access at any time by using the “contact us” link on the Site. Articles XI (Indemnification and Release), XII (General Limitation of Liability) and XIII (Disclaimer; We Make No Warranties) shall survive termination of this Agreement.
XVI. Electronic Contracting and Notices
Recipient's affirmative act of accepting these terms and conditions and/or using this Site or the Content and/or accessing or registering for the Site constitute Recipient's electronic signature to this Agreement and Recipient's consent to enter into agreements with us electronically. This Agreement shall be deemed to satisfy any writings requirements of any applicable law, notwithstanding that the Agreement is written and accepted electronically. Recipient also agrees that we may send to Recipient in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Site or the Content (collectively, "Notices"). Recipient agrees that we may send electronic Notices (1) to the e-mail address that Recipient provided to us during registration, or (2) by posting the Notice on the Site, and that such Notice will be deemed sufficient. The delivery of any Notice from us is effective when sent by us, regardless of whether Recipient reads the Notice when Recipient receives it or whether Recipient actually receives the delivery. Recipient can withdraw its consent to receive Notices electronically by canceling its registration. Recipient can retrieve an electronic copy and a printable version of this Terms and Conditions of Use Agreement, which constitutes a contract between us and Recipient, by clicking on the "Terms and Conditions of Use Agreement" link on the Site. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
XVII. Entire Agreement
This contract and any supplemental terms, policies, rules and guidelines posted on the Site, including, without limitation, the Privacy Statement, constitute the entire agreement between Recipient and us and supersede all previous written or oral agreements regarding the subject matter hereof. If any part of this terms of conditions and use Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
XVIII. Choice of Law and Location for Resolving Disputes
This Terms and Conditions of Use Agreement and all matters arising under or relating hereto (whether in contract, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to its conflicts of laws principles), and PricewaterhouseCoopers LLP and Recipient hereby irrevocably waive to the fullest extent permitted by law all rights to trial by jury relating to any action or proceeding arising from or relating to this Agreement. YOU AND PWC 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.
We may assign this contract at any time to any entity. We will post a notice on the Site regarding any change of ownership or operation so that Recipient may have the opportunity to discontinue its use of the Site or cancel its registration if it does not wish to continue to use the Site. Recipient may not assign this contract to anyone else.
XX. No Agency
Nothing in this Terms and Conditions of Use Agreement will be construed to make us, on the one hand, and you, on the other hand, an agent, employee, joint venturer, partner, franchisee-franchisor, or legal representative of the other. No party will have or represent itself to have any authority to bind the other to any obligation.
Recipient acknowledges that no professional relationship of any nature is created solely by Recipient's use of the Site or through any correspondence or communication with us or any other party relating to the Site. Notwithstanding the preceding sentence, any existing professional relationship will not be affected by Recipient's use of the Site.
XXI. Trademarks and Copyright
All trademarks appearing on the Site are the property of their respective owners. No right, license or interest to such trademarks is granted by this Agreement. The copying, redistribution, use or publication by Recipient of any such matters or any part of the Site or the Content, except as otherwise specifically authorized in this Agreement, is strictly prohibited. Recipient does not acquire ownership rights to any Content or other materials viewed or accessed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. The Content on the Site may be the copyrighted work of PricewaterhouseCoopers LLP or third parties.
XXII. Prohibited Uses Policy
XXIII. Reserved Rights
We reserve the right (but have no obligation to) in our sole discretion: to monitor, review and use all communications and other uses of the Site, together with information relating to such communications and use, such as identification of sources and recipients of information, usage frequency and content of transmissions, to change, suspend or discontinue any aspect of the Site at any time, including the availability of any feature or Content, and to impose limits on certain features and services or restrict access to parts or all of the Site without notice or liability.
XXIV. Unlawful Activity
We reserve the right to investigate complaints or reported violations of this Terms and Conditions of Use Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Recipient's profile, e-mail addresses, usage history, IP addresses and traffic information.