Terms of Service
Please read these Terms of Service (the “Agreement”) carefully. Your use of the Solution (as defined below) constitutes your consent to this Agreement.
This Agreement is between you and PwC Product Sales LLC (“PwC” or “we” or “us”) concerning your use of (including any access to) the solution known as “Viewpoint” (together with any materials and services available on or through such solution, successor solution(s) to such solution, and any website or mobile software application through which PwC makes such solution or successor solution(s) available to you, the “Solution”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by PwC through the Solution, or otherwise made available to you by PwC.
BY USING THE SOLUTION, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THIS AGREEMENT.
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SOLUTION ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” and “your” in this Agreement will refer to both the individual using the Solution and to any such Organization; however, if such Organization and PwC enter into a separate written agreement relating to the Solution or other subject matter of this Agreement, such separate written agreement will govern such Organization’s access to and use of the Solution and supersede this Agreement to the extent and as set forth in such separate written agreement.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 18 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Solution. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
Your use of the Solution following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Solution (including access to the Solution via any third-party links); charge, modify or waive any fees required to use the Solution; or offer opportunities to some or all Solution users.
3. Jurisdictional Issues. The Solution is controlled or operated (or both) from the United States, and is not intended to subject PwC to any non-U.S. jurisdiction or law. The Solution may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Solution is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Solution’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
4. Rules of Conduct. In connection with the Solution, you must not:
• Post, transmit or otherwise make available through or in connection with the Solution 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, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) 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.
• Post, transmit or otherwise make available through or in connection with the Solution any 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”).
• Use the Solution for any commercial purpose, including using the Solution for or in connection with any facility management, service bureau or time-sharing purposes, services, or arrangements, or otherwise use the Solution for processing data or other information on behalf of any third party.
• Use the Solution for any purpose that is fraudulent or otherwise tortious or unlawful.
• Harvest or collect information about users of the Solution.
• Interfere with or disrupt the operation of the Solution or the servers or networks used to make the Solution available, including by hacking or defacing any portion of the Solution; or violate any requirement, procedure or policy of such servers or networks.
• Restrict or inhibit any other person from using the Solution.
• 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 Solution except as expressly authorized herein, without PwC’s express prior written consent.
• Reverse engineer, decompile or disassemble any portion of the Solution, except where such restriction is expressly prohibited by applicable law.
• Remove or alter any copyright, trademark or other proprietary rights notice on the Solution.
• Frame or mirror any portion of the Solution, or otherwise incorporate any portion of the Solution into any product or service, without PwC’s express prior written consent.
• Systematically download and store Solution content.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Solution content, or reproduce or circumvent the navigational structure or presentation of the Solution, without PwC’s express prior written consent.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Solution.
5. Registration; No Sharing of User Name and Password. You may need to register or otherwise establish an account to use all or part of the Solution. We may reject, or require that you change, any user name, password or other information that you provide to us in registering or otherwise establishing an account. Your user name and password are for your personal use only and should be kept confidential. YOU MUST NOT PROVIDE YOUR USER NAME AND PASSWORD TO ANY OTHER PERSON OR ENTITY FOR PURPOSES OF ACCESSING OR USING THE SOLUTION. You, and not PwC, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your account.
YOU MUST NOT, DIRECTLY OR INDIRECTLY, ALLOW ANY OTHER PERSON OR ENTITY TO USE YOUR ACCOUNT TO ACCESS OR USE THE SOLUTION.
6. Submissions. Solution users may make available certain materials (each, a “Submission”) through or in connection with the Solution (for example, reports generated by using the Solution), including through the Solution’s interactive services or sharing functionality. PwC has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SOLUTION, YOU DO SO AT YOUR OWN RISK.
7. License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze, exploit and practice such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
In addition, if you provide to us any ideas, proposals, suggestions or other information or materials (“Feedback”), whether related to the Solution or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place PwC under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this Section, and that your Submissions, and your provision thereof through and in connection with the Solution, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further 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.
8. Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Solution, or analyze your access to or use of the Solution. We may disclose information regarding your access to and use of the Solution, and the circumstances surrounding such access and use, to anyone in connection with performing services for you, in connection with operating the Solution, or for analytic, statistical, security, quality control, and similar purposes (including in aggregate form, e.g., to analyze systems performance).
9. Your Limited Rights. The Solution is licensed (not sold) to end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by PwC (and, if applicable, your Organization) to access and use the Solution: (a) with respect to any mobile software application component of the Solution, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the Solution on a mobile device that you own or control, solely for your personal, non-commercial use; and (b) with respect to any other component of the Solution, you may use any such portion of the Solution to which we provide you access under this Agreement, as viewable on any single device, solely for your personal, non-commercial use. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately cease using the Solution and, with respect to any mobile software application component of the Solution, remove (that is, uninstall and delete) the Solution from your mobile device.
10. PwC’s Proprietary Rights. We and our suppliers own the Solution, which is protected by proprietary rights and laws. As between you and us, the Solution and all non-public information and materials (technical, business and otherwise) related to the Solution (and the use of it), including Submissions of other Solution users and any reports generated by using the Solution, are our “Confidential Information” and you will not use or disclose to third parties Confidential Information except to the extent necessary to exercise your rights and fulfill your obligations under this Agreement or as required by applicable law. Our trade names, trademarks and service marks include the name “PricewaterhouseCoopers” and “PwC” and any associated logos, marks and designs. All trade names, trademarks, service marks, logos and designs on the Solution not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks, logos or designs in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Solution should be construed as granting any right to use any trade names, trademarks, service marks, logos or designs without the express prior written consent of the owner.
11. CPA Notice; PwC Related Parties. PwC is owned by professionals who hold CPA licenses as well as by professionals who are not licensed CPAs. Depending on the nature of the products and services provided to you under this Agreement (including the Solution or through the Solution), non-CPA owners may be involved in providing such products and services. PwC is a firm in the global network of separate and independent PricewaterhouseCoopers firms (exclusive of PwC, the “Other PwC Firms”). PwC may draw on the resources of (and subcontract to) its affiliates, the Other PwC Firms and third party contractors and subcontractors, within or outside of the United States (each, a “PwC Service Provider”) for internal, administrative and regulatory compliance purposes or in connection with providing the Solution. The PwC Service Providers and their and PwC’s respective partners, principals, employees and agents (collectively, the “PwC Beneficiaries”) will have no liability or obligations arising out of this Agreement, and you agree to bring any claim or other legal proceeding of any nature arising from or related to this Agreement or its subject matter against PwC and not against the PwC Beneficiaries. While PwC is entering into this Agreement on its own behalf, this Section 11 also is intended for the benefit of the PwC Beneficiaries.
12. Third Party Materials; Links. Certain Solution functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by PwC with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Solution at any time. In addition, the availability of any Third Party Materials through the Solution does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
13. Open Source. The Solution may include open source components, which are licensed for use and distribution by us under applicable open source licenses. Use of these open source components is governed by and subject to the terms and conditions of the applicable open source license.
14. DISCLAIMER OF WARRANTIES. The Solution (including any information and materials made available to you in connection with using the Solution) is not for any third party’s use or benefit and is not intended to be relied upon by you or any third party, including to operate or promote your business, secure financing or capital in any form, sell or underwrite securities, obtain any regulatory or governmental approvals, or otherwise be used in connection with procuring services or other benefits from any entity. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SOLUTION AND ANY PRODUCTS, SERVICES AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) PWC DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOLUTION AND ANY PRODUCTS, SERVICES AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH PWC AND THE PWC BENEFICIARIES AND THEIR RESPECTIVE PARTNERS, PRINCIPALS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
While we try to maintain the timeliness, integrity and security of the Solution, we do not guarantee that the Solution is or will remain updated, complete, accurate, correct or secure, or that access to the Solution will be uninterrupted. The Solution may include inaccuracies, errors and materials that violate or conflict with this Agreement.
15. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) PWC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, PWC WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SOLUTION OR FROM ANY PRODUCTS, SERVICES OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SOLUTION OR ANY PRODUCTS, SERVICES OR THIRD PARTY MATERIALS IS TO STOP USING THE SOLUTION; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF PWC FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE GREATER OF ONE HUNDRED DOLLARS ($100) AND THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO PWC TO USE THE SOLUTION. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH PWC AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
16. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless PwC and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Solution (including all Submissions); and (b) any violation or alleged violation of this Agreement by you.
17. Termination. This Agreement is effective until terminated. PwC may immediately terminate this Agreement without penalty or liability: (a) if continuing to perform under this Agreement could, in PwC’s sole and absolute judgment, result in PwC’s noncompliance with any applicable law, rule or regulation, or any regulatory guidance, professional standard, or self-regulatory rule or policy, in each case as in effect from time to time; or (b) upon the occurrence of an event that, in PwC’s sole and absolute judgment, causes or would be likely to cause PwC or any Other PwC Firm not to be “independent” as required by any law, rule, regulation or professional standard relating to independence. PwC may terminate or suspend your use of the Solution at any time and without prior notice, for any reason, including if PwC believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension (or any termination of this Agreement), your right to use the Solution will immediately cease, and PwC may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2 through 8 and 10 through 24 will survive any termination of this Agreement.
18. Governing Law; Arbitration. This Agreement, and any dispute relating to this Agreement or the subject matter of this Agreement, 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 THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE SOLUTION AND THE USE THEREOF) OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND PWC UNDER THIS AGREEMENT, 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 THIS AGREEMENT 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 this Agreement 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 this Agreement (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.
19. Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Current providers of such protections include Norton Family from Symantec Corporation (at https://family.norton.com) and Net Nanny (at https://www.netnanny.com), and information identifying current providers of such protections is accessible on the Internet (for example, at https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers). Please note that PwC does not endorse any of these products or services, including any that may be listed on the foregoing sites.
20. Information or Complaints. If you have a question or complaint regarding the Solution, please send an e-mail to email@example.com. You may also contact us by writing to PwC Product Sales LLC, 400 Campus Drive, Florham Park, NJ 07932, or by calling us at 813-351-6871. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
21. 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 Solution 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 firstname.lastname@example.org; 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.