As a precondition to accessing this online offering (“Services”) provided by Baker Tilly Advisory Group, LP or any of its subsidiaries (collectively, “Baker Tilly”) and in utilising any requested password and username, you agree to abide by the following terms and conditions (“Terms”); 

1.     In the course of using the Services, you may submit content to Baker Tilly (including your personal data and the personal data of others (all of the above will be referred to as your “Content”). You grant Baker Tilly a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works and otherwise exploit your Content but only for the limited purposes of providing the Services to you and as otherwise permitted by the Baker Tilly privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Baker Tilly’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Baker Tilly with feedback about the Services, we may use your feedback without any obligation to you. 

2.     Neither these Terms, nor your use of the Services, grants you ownership of the Services or the content you access through the Services (other than your Content). These Terms do not grant you any right to use Baker Tilly’s trademarks or other brand elements. 

3.     To the extent applicable, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Baker Tilly, are responsible for any activity occurring in your account (other than activity that Baker Tilly is directly responsible for which is not performed in accordance with your instructions), whether or not you authorised that activity. If you become aware of any unauthorised access to your account, you should notify Baker Tilly immediately. Accounts may not be shared and may only be used by one individual per account. 

4.     When uploading data to the Service (“Uploaded Data”), you give Baker Tilly Advisory Group, LP and its subsidiaries, and Baker Tilly US, LLP (and those third parties we work with in the provision of Services) a worldwide license to use, host, store, reproduce and modify such Uploaded Data for the purpose of providing our Services, as set forth in the Acceptable Use Terms and Policy. By providing Baker Tilly with your Uploaded Data, you represent and warrant to Baker Tilly that you have the necessary rights to grant us this license and for using the Uploaded Data with the Services, prior to uploading it. You will not upload any data that allows Baker Tilly Advisory Group, LP or its affiliated companies to personally identify an individual (such as names, social security numbers, email addresses, or any similar data). You hereby release Baker Tilly Advisory Group, LP and its affiliated companies from any and all liability under applicable data protection laws to the extent you do upload such personal data in contravention of this instruction. By uploading data to the Services, you acknowledge that you understand, accept, and agree to be bound by these Uploaded Data requirements. 

5.     Baker Tilly may occasionally send notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account, current and accurate. 

6.     You are responsible for maintaining, protecting and making backups of your Content. To the extent permitted by applicable law, Baker Tilly will not be liable for any failure to store, or for loss or corruption of, your Content. 

7.     You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services. 

8.     To the extent permitted by applicable law, the Services are provided “as is” and Baker Tilly does not make warranties of any kind, express, implied, or statutory, including those of merchantability, fitness for a particular purpose and non-infringement, or any representations regarding availability, reliability, or accuracy of the Services. Baker Tilly’s provision of the information made accessible through your use of the Service is not and cannot be considered legal advice. You must consult your attorneys with respect to any matters or items that require legal interpretation.

9.     The information contained within the Service is provided as a reference and is not a complete list or exhaustive compilation of all relevant information, nor a guarantee of any outcome, effect, or result. Any use of, reliance on, or actions taken based on the information provided are at your sole risk.

10.  You are responsible for your conduct, Content and communications with others while using the Services. You must comply with the following requirements when using the Services: 

a.               You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes. 

b.               Unless authorised by Baker Tilly in writing, you may not probe, scan, or test the vulnerability of any Baker Tilly system or network. 

c.                Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so. 

d.               You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services. 

e.               You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity. 

f.                 If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Baker Tilly has agreed with you otherwise. You may not use the Services in a way that would subject Baker Tilly to those industry-specific regulations without obtaining Baker Tilly’s prior written agreement.  

11.  To the extent permitted by applicable law, Baker Tilly, its affiliates, officers, employees, agents, suppliers and licensors, will not be liable for (a) any indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever, or (b) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), arising out of or in connection with the Services and these Terms and whether based on contract, tort, strict liability, or any other legal theory, even if Baker Tilly has been advised of the possibility of such damages and even if a remedy fails of its essential purpose. 

12.  To the extent permitted by applicable law, the aggregate liability of each of Baker Tilly, its affiliates, officers, employees, agents, suppliers and licensors arising out of or in connection with the Services and these Terms will not exceed the lesser of: (a) the amounts paid by you to Baker Tilly for use of the Services at issue during the 12 months prior to the event giving rise to the liability; and (b) USD $500.00. 

13.  To the extent allowed under applicable law, you will indemnify and hold harmless Baker Tilly and its affiliates, officers, agents and employees from all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) (“Indemnification Amounts”) arising out of a third party claim regarding, or in connection with, your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users. 

To the extent there is a conflict between these Terms and any other relevant agreement between you and Baker Tilly (“Services Agreement”), these Terms will control solely in relation to your use of the Services and the Services Agreement will control in relation to all other services provided by Baker Tilly.