TERMS OF USE FOR KPMGCONNECT.COM
Version 2.1
You (“You”, “User”) to these Terms of Use (the “Agreement”), which govern the use of KPMGConnect.com web-based offering (“KPMGConnect.com”).
1. Acceptance. By clicking the acceptance button You represent to KPMG that you are duly authorized to enter into this Agreement and KPMGConnect.com agree to be bound by this Agreement. If You do not agree to this Agreement, You must not access or use KPMGConnect.com.
2. Ownership of User Content. User continues to own all data, information, materials, and documents uploaded by or on behalf of User to KPMGConnect.com (“User Content”). User grants to KPMG, its affiliates, members of the KPMG network of member firms, and their respective service providers (collectively, the “KPMG Parties”) a non-exclusive, royalty-free, perpetual, worldwide, irrevocable license to (1) reproduce, use, display User Content, and create aggregations, summaries, analyses, reports, and other content that may qualify as derivative works based upon User Content (“Derived Works”), in each case in connection with providing KPMGConnect.com to User and other users, who access KPMGConnect.com, or for the KPMG Parties’ business purposes. User represents and warrants that it has all of the necessary rights to disclose the User Content and grant the foregoing license. All Derived Works shall be owned by KPMG, but may be disclosed by KPMG Parties only for the purposes set forth in this Agreement.
3. Personal Information. User consents to the sharing and use of certain personal data fields of User Content (i.e., your company name, individual name and email address) with all KPMG Parties in order to send an invitation to the User to connect to such KPMG Parties. User consents to the transfer and use of User Content containing their personal information to the KPMG Parties. You may make changes to your data sharing preferences by editing your data sharing preferences and any such changes will be implemented prospectively only. User acknowledges and agrees that their personal information contained within User Content may be processed by KPMG pursuant to the KPMG Privacy Statement.
4. User Content. User agrees to provide accurate, current and complete information about User as may be required during the registration process or as requested. User acknowledges that KPMGConnect.com is not a system of record, document repository, or document retention system, and that KPMG is not responsible for maintaining the User Content for User.
5. License to KPMGConnect.com. As between the parties, KPMG owns all right, title, and interest to KPMGConnect.com and any modifications to KPMGConnect.com based upon feedback from User. Subject to the terms of this Agreement, KPMG grants to User a non-exclusive, non-transferable, revocable, limited license during the term of the Agreement to access and use KPMGConnect.com solely for purposes of uploading, reviewing, and editing User Content and changing permission settings. Any other use is prohibited. In particular, User may not (1) reproduce, reverse engineer, decompile, or modify KPMGConnect.com, or perform any similar type of operation, in any fashion or for any purpose, (2) interfere or attempt to interfere with the operation of KPMGConnect.com or the provision of KPMGConnect.com to any other user, or (3) sublicense or assign its license to KPMGConnect.com or grant access to a third party. The information available on KPMGConnect.com is for information purposes only. Information posted on KPMGConnect.com is believed to be reliable, but KPMG does not warrant its completeness, timeliness or accuracy. KPMG has no responsibility for any content posted on KPMGConnect.com.
6. Access to KPMGConnect.com. KPMG may suspend access to KPMGConnect.com as necessary in its sole discretion to preserve the integrity of KPMGConnect.com or to perform maintenance. KPMGConnect.com usernames and passwords may not be shared or distributed. User is responsible for any unauthorized access to or through its accounts. User shall notify KPMG if one of its authorized users is no longer employed by User or is no longer authorized to use KPMGConnect.com. KPMG makes no representation or warranty regarding the availability or accessibility of KPMGConnect.com. KPMG reserves the right to modify KPMGConnect.com in any manner at its sole discretion.
7. Third Party Service Providers. KPMG may utilize third party service providers domestically and abroad to provide, host, and support KPMGConnect.com. User acknowledges that, subject to execution of a confidentiality agreement between KPMG and such third parties, KPMG may disclose User Content to such third parties for purposes of providing and supporting KPMGConnect.com.
8. Term and Termination. KPMG may immediately terminate the Agreement, or suspend User's access to KPMGConnect.com, in its sole discretion, including in the event that KPMG determines that User has breached the Agreement or engaged in illegal or unauthorized use of KPMGConnect.com or to protect the integrity of KPMGConnect.com. User may request to terminate this agreement or deactivate its account upon written notice to KPMG. KPMG may disable User’s access to KPMGConnect.com and accounts following termination of the Agreement.
9. Removal of User Content. Upon termination of the Agreement, KPMG will securely dispose of User Content in the ordinary course according to its ordinary practices for data management. Notwithstanding termination of this Agreement, removal of User Content from KPMGConnect.com, or a change in User’s permission settings, User agrees that (1) KPMG may retain Derived Works for use as permitted under this Agreement; (2) KPMG may retain archived copies of the User Content as required to comply with a statutory or regulatory provision or court or administrative order, or to where applicable law or professional standards require KPMG to retain or preserve User Content; and (3) KPMG Parties may retain User Content for use as permitted under this Agreement, and the KPMG Parties are not obligated to effect the return of any User Content disclosed to the KPMG Parties in accordance with this Agreement at the time of the disclosure.
10. Anti-malware. KPMG shall take commercially reasonable steps to protect KPMGConnect.com from malware, but does not warrant that KPMGConnect.com will be free from malware. User agrees that User Content shall not contain any computer code designed by User, its personnel or contractors, to disrupt, disable, harm or impair in any way KPMGConnect.com or permit anyone unauthorized access to KPMGConnect.com.
11. Disclaimer. KPMG IS PROVIDING USER ACCESS TO AND USE OF KPMGConnect.com ON AN "AS IS" “AS AVAILABLE” BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. IN PARTICULAR, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. KPMG DOES NOT REPRESENT OR WARRANT THAT KPMGConnect.com OR ITS CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. KPMG is not responsible for the way in which any of the KPMG Parties chooses to use and interpret User Content or Derived Works. Use of KPMGConnect.com and provision of the User Content does not guarantee that any of the KPMG Parties will, or will continue to, transact with User, or that User’s relationship with any such KPMG Parties will be improved. User is not a client of KPMG as a result of this Agreement, the provision of User Content, or the use of KPMGConnect.com. KPMG does not promise to review, audit, or examine User Content for accuracy, completeness, or compliance with laws or standards.
12. Limitation of Liability. IN NO EVENT WILL THE KPMG PARTIES OR ITS PARTNERS, PRINCIPALS, EMPLOYEES OR AGENTS BE LIABLE TO USER OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOSS OF BUSINESS, LOST PROFITS OR LOST DATA ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS ASSERTED, WHETHER IN CONTRACT, STATUTE, TORT, OR OTHERWISE.
13. Modification. This Agreement may be modified, amended or revised at any time by KPMG provided that KPMG shall make an updated version of this Agreement available to User on KPMGConnect.com. User’s continued use of KPMGConnect.com after an updated version of the Agreement has been made available on KPMGConnect.com will constitute User’s acceptance of the updated Agreement.
14. Alternative Dispute Resolution. Any dispute or claim arising out of or relating to the Agreement is subject to binding arbitration in accordance with the Rules for Non-Administered Arbitration of the International Institute for Conflict Prevention and Resolution (the “IICPR”). Any issue concerning the extent to which any dispute is subject to arbitration, or any dispute concerning the applicability, interpretation, or enforceability of these dispute resolution procedures, including any contention that all or part of these procedures is invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. The parties agree to forego litigation over such disputes in any court of competent jurisdiction. Arbitration shall take place in New York, NY. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort except as provided in IICPR Rule 13 (Interim Measures of Protection). Damages that are inconsistent with any applicable agreement between the parties, that are punitive in nature, or that are not measured by the prevailing party’s actual damages shall be unavailable in arbitration or any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. Either party may seek to enforce any final award entered in arbitration, in any court of competent jurisdiction. Notwithstanding the agreement to such procedures, either party may seek equitable relief to enforce its rights in any court of competent jurisdiction.
15. Miscellaneous. This Agreement constitutes the complete understanding of the parties, and supersedes all prior or contemporaneous agreements, discussions, negotiations, promises, proposals, representations and understandings (whether written or oral) between the parties, with regard to the subject matter hereof. A printed version of the Agreement and of any notice given in electronic form related to the Agreement will be admissible to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form. User waives any and all defenses it may have based on the electronic form of the Agreement. Failure by either party to insist on strict performance of any of the Agreement will not operate as a waiver of any subsequent default or failure of performance. The Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. In the event that any term or provision of the Agreement is held to be invalid, void or unenforceable, then the remainder of the Agreement will not be affected, and each such term and provision shall be valid and enforceable to the fullest extent permitted by law. Section headings are provided for convenience and shall not define, limit or otherwise affect any of the terms or provisions hereof. Provisions that, by their nature and content, ought to survive the completion, rescission, termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive and bind the parties. User may not assign, transfer or delegate any of its rights or obligations without the prior written consent of KPMG. Notices concerning this Agreement shall be sent to KPMG at 345 Park Avenue, New York, NY 10154, Office of General Counsel.