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These terms of use apply to your use of the PwC solution and/or service (the “PwC Technology”), whether you or any third party authorized on your behalf (including but not limited to your employees), accesses the PwC Technology through a license, or through another platform (including but not limited to Microsoft teams). These terms of use may be updated from time to time by PwC in its sole discretion, and such updates will be effective once notified to you.

Each member firm in the PwC network (“PwC Firm”) is a separate legal entity. For further details, please see www.pwc.com/structure.

1. Your use of the PwC Technology is governed by the engagement contract or other applicable agreement between a PwC Firm and its client or other party (“User”) authorizing your use of the PwC Technology. All rights, obligations, and liabilities of each individual PwC Firm are solely between User and such PwC Firm, and not any other PwC Firm. In the event of a conflict between these terms of use and the engagement contract or other applicable agreement, the engagement contract or other applicable agreement governs.
2. The PwC Technology is confidential to PwC. PwC and/or its licensors retain all right, title and interest in and to the PwC Technology.
3. PwC hereby grants you a non-exclusive, non-transferable, non-sublicensable license to install, access, and use the PwC Technology, in accordance with PwC’s instructions, solely for your internal use and in connection with and during the term of PwC’s performance of the services for User under the engagement contract or other applicable agreement.
4. The PwC Technology:
   1. is not intended to be a repository for or otherwise be a part of User’s permanent records, and User is responsible for separately maintaining copies of any information stored on or made available through PwC Technology;
   2. is provided ‘as-is’ without any express or implied representations or warranties;
   3. is subject to change, suspension, or discontinuation without notice; and
   4. may only be used at your and User’s own risk, with no responsibility or liability resting with PwC.
5. You will not misappropriate, infringe, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, formulae, methodologies, or other information or any of PwC’s rights in the PwC Technology, or otherwise use or access the PwC Technology other than as expressly permitted.
6. If your use of the PwC Technology generates outputs, you acknowledge that these outputs are intended to provide guidance only, do not constitute legal, tax or other professional advice and should not be relied upon unless reviewed by a suitably qualified professional. Neither PwC nor any other service provider involved in the provision of the PwC Technology guarantees the accuracy, continuance availability, interruption or suitability of any outputs from the PwC Technology for any specific purpose. Furthermore, PwC does not accept any liability whatsoever for any errors, omissions losses or damage arising from the use of or reliance on such outputs. You and any of your personnel are solely responsible for any decisions or actions taken based on outputs from the PwC Technology and for ensuring your own compliance with applicable laws, regulations and standards.
7. You are responsible for the data that will be shared on the PwC Technology and you will only provide such data which use is strictly necessary and required for the purposes of the engagement. You agree that we may, process, transfer or store any data provided on or through the PwC Technology outside the jurisdiction where the data is originally provided or collected.
8. You acknowledge and agree that the rights for the use of the PwC Technology are strictly limited to use within the jurisdiction specified in the engagement letter. You shall not, directly or indirectly, access, deploy, use, or otherwise exploit the PwC Technology, in whole or in part outside of the jurisdiction, particularly within the United States of America or for the benefit of any person or entity in the United States.
   This restriction is specifically intended to prevent any use of the PwC Technology that may give rise to adverse tax consequences, including but not limited to the avoidance of U.S. tax liability. You further agree not to facilitate or enable use of the PwC Technology in the United States by affiliates, subcontractors, or third parties.
   Any breach of this clause shall constitute a material breach and may result in immediate termination of the license and the pursuit of legal remedies, including injunctive relief.
9. You shall ensure that any username, password, or other access credentials issued to your employees for the purpose of accessing or using PwC’s licensed tool are strictly limited to those individuals expressly authorized by You and approved for access. You shall not permit, and shall ensure that your employees do not permit, the sharing, distribution, transfer, or disclosure of such credentials to any other person, including your employees who are not included on the agreed list of authorized users, or to any third party.
   You shall be solely responsible and liable for any unauthorized access, use, loss, damage, claim, or other consequences arising out of or in connection with the sharing, distribution, or misuse of such credentials by your employees or any person to whom access was granted, whether directly or indirectly.
10. The following provisions apply with respect to your use of PwC Technology compatible with the Apple Inc. (“Apple”) iOS operating system (the “App”).
    Apple is not a party to these terms and does not own the App. Apple is not providing any warranty and is not responsible for the App, including its maintenance and other support services. Apple will not be responsible for any other claims, losses, liabilities, damages, costs, or expenses with respect to the App, including any third party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement.
    Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to PwC by emailing your engagement team contact.
    You represent and warrant that (i) User is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) User is not listed on any U.S. Government list of prohibited or restricted parties.
    The license you are being granted to the App is limited to use on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple Media Services Terms and Conditions. In addition, you must comply with the terms of any third party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third party beneficiaries of these App-specific provisions and have the right to enforce them against you.