Terms and Conditions

Definitions

For clarity and comprehension, we have defined certain words used in the Terms and on the Websites. Additional definitions are included elsewhere in the Terms.

"Content" means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.

“Member Firm” means a local partnership, firm or other entity that is a member of the PwC network of firms, each of which is a separate legal entity, as well as any affiliate or subsidiary of any Member Firm.

“Partner” and “Principal” mean an individual who is a partner, principal, member, shareholder or equivalent of a Member Firm, in accordance with terminology commonly used in professional services organisations. Likewise “office” refers to any office of one or more Member Firms in the relevant jurisdiction.

“PwC Parties” refers collectively and inclusively to the individual Member Firms of the PwC network, including their respective officers, directors, partners, principals or equivalent; personnel; affiliates; business associates; licensors; and contractors and subcontractors.

“User” means all users of a Website.

“you" means you as an individual user of a Website.

Informational purposes only

The Websites and content available within them is for informational purposes only. Neither the Websites nor the content available within constitutes professional advice, and neither should be relied upon by you or any third party, including to operate or promote your business, secure financing or capital in any form, obtain any regulatory or governmental approvals, or otherwise be used in connection with procuring services or other benefits from any entity. Before making any decision or taking any action, you should consult with professional advisers.

Submissions, including Comments and Feedback

The Websites may contain functionality that permits you to comment on articles; share materials; provide ideas, proposals, suggestions (“Feedback”); or otherwise make available certain materials through or in connection with your use of the Websites (collectively, “Submissions”).

Whether related to the Websites or otherwise, you acknowledge and agree that your Submissions are not confidential; that your provision of Submissions is gratuitous, unsolicited and without restriction; and that the provision of any Submission does not place PwC under any fiduciary or other obligation.

We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the site; however, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Submissions.

If you choose to make publicly available any of your personally identifiable or other information through the Websites (for example through posting a comment or other form of Submission), you do so at your own risk and you agree that such Submissions by you will comply with all relevant requirements set out in these Terms.

Your responsibilities

Acceptable conduct

You will use the Websites only for lawful purposes. If at any time you become aware of any violation, by any person or entity, of any part of these Terms, you will immediately notify us by contacting us here and provide us with assistance, as requested, to stop or remedy such violation.

Prohibited conduct

In using the Websites, you must not do any of the following:

• Post, transmit or otherwise make available through the Websites any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libellous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) a virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
• Post, transmit, or otherwise make available through the Websites any material protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
• Use the Websites for any commercial purpose or otherwise use the Websites for processing data or other information on behalf of any third party.
• Use the Websites for any purpose that is fraudulent or otherwise tortious or unlawful.
• Interfere with or disrupt the operation of the Websites or the servers or networks used to make the Websites available, including by hacking or defacing any portion of any of the Websites; or violate any requirement, procedure or policy of such servers or networks.
• Restrict or inhibit any other person from using the Websites.
• Create or share content without first obtaining any necessary permissions from third parties or otherwise use the Websites to post or transmit any information that you do not have the right to provide; that would violate any applicable law or regulation; or that would violate, infringe or misappropriate any third party right or interest.
• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Websites except as expressly authorized herein, without PwC’s express prior written consent.
• Reverse engineer, decompile or disassemble any portion of any of the Websites, except where such restriction is expressly prohibited by applicable law.
• Remove or alter any copyright, trademark or other proprietary rights notice on the Websites or content you access via the Websites.
• Frame or mirror any portion of the Websites, or otherwise incorporate any portion of the Websites into any product or service, without PwC’s express prior written consent.
• Systematically download and store Websites’ content.
• Use any robot, spider, Websites search/retrieval application or other manual or automatic device to (a) retrieve, index, “scrape,” “data mine” or otherwise gather content from the Websites, (b) reproduce or circumvent the navigational structure or presentation of the Websites, or (c) harvest or collect information about users of the Websites without PwC’s express prior written consent.

If you do not comply with these Terms (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the Websites or take any other steps we consider appropriate.

Termination

We may, in our sole discretion, suspend, restrict or terminate your use of the Websites, effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Websites or our or any third party's equipment or network is impaired by your use of the Websites; we have received a third party complaint which relates to your use or misuse of the Websites; or you have been or are in breach of any term or condition of these Terms. We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Websites.

Your Content

You represent and warrant that you have all rights necessary to grant the licenses referred to in these Terms. You further represent and warrant that your Submissions are (a) complete and accurate and (b) are not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party. You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

Deletion

If you delete the Account to which your Submissions are connected, you acknowledge and agree that we may retain a copy or copies of same for archival or compliance purposes or to otherwise provide the Websites to you or others, subject always to your license to us, set out above, and to our Privacy Policy.

Third-Party Content

The Websites may contain links to websites and other materials made available by third parties (collectively, "Third Party Content"). If you use such functionality, you are directing us to access, route and transmit to you the applicable Third Party Content.

Third Party Content may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Websites or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Websites as set out in these Terms.

We neither control nor endorse, nor are responsible for, any Third Party Content and we make no representations or warranties with respect to them. The availability of any Third Party Content through the Websites does not imply the endorsement of, or affiliation with, any provider of such Websites or materials. Your use of any Third Party Content is at your own risk and is subject to any terms, conditions and policies applicable to them (such as terms of service or privacy policies of the providers of the Third Party Content).

U.S. Copyright Infringement Claims

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Websites infringe your copyright, you (or your agent) may send to PwC a written notice by mail or e-mail, requesting that PwC remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to PwC a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to PwC’s DMCA agent as follows: By mail to PricewaterhouseCoopers LLP, Attn: DMCA Agent, Office of the General Counsel, Three Embarcadero Center, San Francisco, CA 94111; by e-mail to us_dmca@pwc.com; or by fax to the fax number that we will provide to you if you request such fax number by contacting PwC’s DMCA agent by mail, e-mail or telephone at the addresses or phone number provided in this Section. PwC’s DMCA agent’s phone number is (415) 498-7542. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

Other legal provisions

Amendments

We reserve the right to amend these Terms at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. The latest, fully-amended version of these Terms will be published on the Websites. You are responsible for regularly reviewing the Websites to obtain timely notice of such amendments. If any amendment is unacceptable to you, you may terminate the agreement between you and us regarding the use of the Websites as set out in these Terms. If you continue to use the Websites after the effective date of any amendment, you will be conclusively deemed to have accepted such amended version of these Terms.

Privacy

Each of the Websites has a Privacy Statement. You acknowledge that you have read the Privacy Statement located on each of the Websites, as it may be updated from time to time (the "Privacy Statement"). You further acknowledge that, to the extent required under applicable law, by using such Website you consent to the collection, use, and disclosure by us of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with such Privacy Statement, which is incorporated herein by reference and forms an integral part of these Terms.

Our Remedies

Without limiting any of our rights, we may suspend, restrict or terminate your use of the Websites without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the Terms, including but not limited to any of your responsibilities as set out above.

Enforceability

Your use of the Websites, and the content and features accessed through them, constitutes your agreement to these Terms; such agreement will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement.

Interpretation

In these Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms, (ii) the word "including", the word "includes" and the phrase "such as", when following a general statement or term (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word "or" between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all references to Websites addresses or URLs will also include any successor or replacement Websites containing substantially similar information as the referenced Websites(s).

No implied waiver

If you do not comply with these Terms, and we do not take action immediately, this does not mean we or any of the PwC Parties are giving up any rights that we/they may have (such as taking action in the future).

Notices

Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with these Terms and Conditions:

• by us to you will be deemed to have been effectively and validly given if delivered or sent to any of the contact particulars then listed in your Account;
• by you to us will be deemed to have been effectively and validly given only if in writing and delivered or submitted to PwC via the contact particulars available on the Websites.

Assignment

We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.

Relationship

You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us and you as a result of these Terms or use of the Websites.

Force Majeure

Neither party will be responsible for a failure to fulfil its obligations under these Terms or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.

Entire Agreement

These Terms, as amended from time to time, including any and all documents, Websites, rules, terms and policies referenced herein, including but not limited to the Privacy Statement, constitutes the entire agreement between us and you with respect to your use of the Websites.

Severability

If a particular term is found to be unenforceable, this will not affect any other terms.

Governing Law and Dispute Resolution

Unless Terms and Conditions available on a particular Website state otherwise, these Terms will be governed by and construed, interpreted and enforced in accordance with the domestic laws of the State of New York, without giving effect to any provisions that would require the laws of another jurisdiction to apply and regardless of your location. The parties expressly disclaim the applicability of, and waive any rights based on, the Uniform Computer Information Transactions Act, the Uniform Commercial Code, or the United Nations Convention on Contracts for the International Sale of Goods, however each may be codified or amended. All disputes arising out of or related to these Terms or the subject matter of these Terms (including the Websites and the use thereof) or any aspect of the relationship between you and PwC under these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral panel of three arbitrators instead of in a court by a judge or jury and you agree that PwC and you are each waiving the right to trial by a jury. You agree that any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action. Notwithstanding the foregoing, nothing in these Terms will preclude either party from seeking equitable relief in a court having jurisdiction. The arbitration will be conducted in accordance with the Rules for Non-Administered Arbitration of the International Institute for Conflict Prevention and Resolution then in effect (“CPR Rules”). The arbitration will be conducted before a panel of three arbitrators selected using the screened process provided for in the CPR Rules. The arbitration panel will have no power to award non-monetary or equitable relief of any sort, or to award damages inconsistent with these Terms (including Section 16). Judgment on any arbitration award may be entered in any court having jurisdiction. All aspects of the arbitration will be treated as confidential. You acknowledge and agree that any demand for arbitration must be issued within one (1) year from the date that you became aware or should reasonably have become aware of the facts that give rise to PwC’s alleged liability and in any event no later than two (2) years after the cause of action accrued.

Updates

The Terms are current as of the date on the top of this page. We may update the Terms at any time by publishing an updated version here. If you continue to use the Websites after any such changes, that will indicate you accept those changes.