EY US Tax News Update MASTER AGREEMENT

Access and use of the EY US Tax News Update Website (the �Site�) and the information and services that are provided through the Site are subject to the terms of this Master Agreement and additional terms (�Additional Terms�), if any, specific to the information and services obtained through the Site. This Master Agreement and the Additional Terms governing additional services or products Subscriber may choose to purchase are legal documents and set out Subscriber�s rights and obligations. Subscriber is not eligible to receive information and services through the Site until Subscriber has accepted this Master Agreement and, for each particular service or product, any applicable Additional Terms. This Master Agreement and the Additional Terms relating to the specific information and services, and all modifications and amendments, are collectively referred to as this �Agreement�.

    Parties. In this Agreement, �Subscriber� refers to the individual, company or other legal entity that registers to use the Site, and any officers, directors, partners, personnel, employees or independent contractors that access or use the Site through that company or legal entity, whether or not such use is authorized.

Subscriber represents and warrants to EY that the information Subscriber provides to EY in the registration process and in other areas of the Site is true, accurate and complete.

SUBSCRIBER AGREES THAT ANY CLAIM OF ANY SORT WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH WEBSITE, THE SERVICES OR THIS AGREEMENT SHALL BE BROUGHT ONLY AGAINST EY, AND NO CLAIMS WILL BE BROUGHT: (A) PERSONALLY AGAINST ANY PERSONS INVOLVED IN PERFORMANCE OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION ANY SUPPLIERS TO OR SUBCONTRACTORS OF EY OR EY�S MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, PARTNERS, PRINCIPALS OR EMPLOYEES, OR (B) AGAINST ANY MEMBER FIRMS OF THE GLOBAL NETWORK OF EY SUBSCRIBERNG FIRMS OR ANY OF THEIR SUBCONTRACTORS, MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, PARTNERS, PRINCIPALS OR EMPLOYEES.

THE LIABILITY OF EY AND ITS OFFICERS, DIRECTORS, SUBCONTRACTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR OTHER SUPPLIERS TO SUBSCRIBER IN RESPECT OF BREACH OF CONTRACT OR BREACH OF DUTY OR FAULT OR NEGLIGENCE OR OTHERWISE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SERVICES SHALL BE LIMITED IN TOTAL TO THE AMOUNTS PAID BY SUBSCRIBER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF SUBSCRIBER�S CLAIM TO COVER CLAIMS OF ANY SORT WHATSOEVER (INCLUDING INTEREST AND COSTS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION SHALL NOT APPLY WHERE RESTRICTIONS ON LIABILTY ARE PROHIBITED BY LAW.

EY AND ITS OFFICERS, DIRECTORS, SUBCONTACTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR OTHER SUPPLIERS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES IN RESPECT OF ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL LOSS, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUES, FAILURE TO REALIZE EXPECTED SAVINGS, OR SIMILAR LOSSES OF ANY KIND.

  1. Subscriber is solely responsible for usage of the Site and Content and Services, and any statement Subscriber makes on servers hosted within the EY network may be deemed a �publication� of the information entered. Acknowledging the foregoing, Subscriber specifically agrees not to use the Site or Services in any manner that is illegal or libelous.
  2. Violations of system or network security are prohibited. EY will investigate incidents involving such violations and may involve, and will cooperate with, law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
  3. Subscriber will be responsible for all costs incurred by EY or its agents to clean up and correct any damage Subscriber has done to the operation of the network and business operations supported by the network.
  4. Subscriber is expected to be familiar with and to practice good Internet etiquette (Netiquette). Subscriber will comply with the rules appropriate to any network to which EY may provide access. Subscriber should also be familiar with EY�s Privacy Policy, as posted on the Site, and the security measures EY undertakes as outlined thereon. Subscriber is not permitted to post any material that is illegal, libelous, tortious, indecently depicts children or any other material that may result in reprisals from offended third parties that adversely affect the EY network. EY reserves the right to refuse or terminate service at any time for violation of this section.
  5. The Site and Content and Services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data, or material in violation of any federal, state, or other regulation or law, or by common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or any other statute.
  6. EY reserves the right to suspend Subscriber�s access if in the judgment of the EY network administrators Subscriber is the source or target of the violation of any of the other terms of this Agreement or for any other reason which EY chooses. If inappropriate activity is detected, Subscriber�s account will be deactivated until an investigation is complete. Prior notification is not assured. In extreme cases, law enforcement will be contacted regarding the activity. If EY deactivates Subscriber�s account without cause, Subscriber may be entitled to a refund of any pre-paid fees for the Site and Services. If Subscriber terminates, or if EY terminates for cause, Subscriber is not entitled to any refunds.
  7. Subscriber is responsible for protecting his or her user id and password.
  8. Subscriber represents and warrants that it is a (i) party doing business, (ii) located in a jurisdiction, and (iii) engaged in activities, such that EY is not required to obtain any export license, permit or other approval under applicable laws and regulations including but not limited to export control and/or sanctions regulations of any jurisdiction the laws of which may be implicated by this Agreement. Furthermore, Subscriber acknowledges and agrees that EY has the exclusive authority to monitor such status on a regular basis and, if it should be determined by EY that Subscriber, at any point in time, is in violation of any of these representations and warranties, EY has the exclusive authority to immediately terminate any and all Service(s) to Subscriber without prior written notice, and Subscriber will forfeit any remaining balance on Subscriber�s account.
  9. Subscriber is solely responsible for backing up Subscriber content and/or any of Subscriber files that reside on EY managed and/or owned servers.
  10. If EY becomes aware of any alleged violation of these Terms, EY may initiate an investigation. EY may, at any and all times and in its sole and absolute discretion, during such an investigation, restrict Subscriber access to Services or the Site in order to prevent any further possible unauthorized activity. Depending on the severity of the violation, EY may, in its sole discretion, restrict, suspend, or terminate Subscriber�s account and pursue other legal or equitable remedies. Subscriber agrees that monetary damages might not provide a sufficient remedy and Subscriber consents to injunctive or other equitable relief for such violations. If such violation appears to violate laws, regulations or the like, EY may notify the appropriate regulatory or law enforcement agencies of such violation.
  11. Although EY has no legal obligation or current desire to monitor the Services or the network, EY reserves the right to monitor and investigate usage and content from time-to-time, to operate the Services; to identify violations of this Agreement; and to protect the network and EY customers.
  12. Notwithstanding any of the above, EY reserves the sole and exclusive right to terminate Subscriber access to any Content or Services, at any time for cause or without cause, as EY determines in its sole and absolute discretion. If EY terminates Subscriber access without cause, it will pro-rate and refund to Subscriber any fees that have been paid in advance of termination. If EY terminates Subscriber access to any of the Services as a result of a violation of this Agreement that causes EY to incur any additional costs (e.g., network traffic, disk space, licensing charges, etc.), Subscriber acknowledges Subscriber responsibility to indemnify and reimburse EY from fees paid in advance or future billing. Upon termination of the Services, EY may, in its sole and absolute discretion, delete any files, programs and data associated with Subscriber account and will have no obligation to return any such files, programs or data associated with Subscriber account. As noted above, Subscriber is responsible for maintaining back-ups of any such files, programs or data.
  13. EY reserves the right to cancel the Site or all or any one of the Services it provides at any time.
  14. EY reserves the right to revise this Agreement at any time.
  1. upon receipt by EY of this Agreement duly signed by an authorized representative having the power and authority to bind Subscriber to this Agreement; or
  2. when Subscriber indicates acceptance of it by clicking on the �ACCEPT� button below and, for each Service for which Additional Terms apply, the �ACCEPT� button set forth on the Additional Terms page of the particular Service. Subscriber�s action in clicking on the �ACCEPT� button signifies that Subscriber agrees to be bound to this Agreement (including specific Additional Terms, as applicable). Subscriber represents and warrants that the individual who accepts this Agreement on Subscriber�s behalf is Subscriber�s duly authorized representative, and that any person registered with EY to use the Site and the Services will have the power and authority to bind acceptance of it by clicking on the �ACCEPT� button below. Such acceptance and Agreement shall be deemed to be as effective as a written signature performed manually by Subscriber, and this Agreement shall be deemed to satisfy any applicable law that requires a manually written signature, notwithstanding that this Agreement is written and accepted electronically. EY�s records of the date on which Subscriber accept this Agreement, and the effective date of all future changes to this Agreement, shall be conclusive evidence as to the effective date.

EY�s electronically or other properly stored copy of this Agreement shall be deemed to be the true, complete, valid, authentic and enforceable copy of this Agreement. If there is no obvious tampering or loss of data, Subscriber agrees that Subscriber shall not contest the admissibility or enforceability of EY�s copy of this Agreement, as amended, in a court for any proceedings arising out of this Agreement.