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”.

1. 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.
   
   “EY” refers to Ernst & Young, LLP (US), a limited liability partnership organized under the laws of the United States. From time to time EY may use the services of other member firms of Ernst & Young Global Limited ("EYG"), or Ernst & Young International, Ltd. (“EYI”), or partners and staff of other member firms of EYG or EYI, to assist in providing information or services to Subscriber.
2. Grant of License. By accepting this Agreement, Subscriber agrees to subscribe to, and EY agrees to grant Subscriber, a non-exclusive, non-assignable, non-transferable, limited license to access the Site and services described under this Master Agreement or in the Additional Terms.
   
   EY US Tax News Update consists of a New Alerts email distribution service and archive of Tax Alerts and other tax-related thought leadership. The Subscriber agrees to receive emails and other electronic communications from EY as part of this service, including announcements, publications, thought leadership, newsletters and invitations to events or learning opportunities, based on Subscriber preferences as expressed in the Site subscription menu(s). The subscriber also acknowledges that the site collects certain personal information concerning the subscriber pursuant to EY Privacy Policy (noted in section 4) to provide users with a smooth, efficient, customized, and secure experience using the site, including the use of cookies to keep track of your subscription and login information.
3. Services. This Agreement applies to Subscriber’s use of the Site and all services, programs, products, information and Content (as described in section 7 below) that are provided by EY through the Site or that are otherwise named in this Agreement (collectively, the “Services”). Subscriber agrees that Subscriber will use the Services solely for Subscriber’s benefit and internal business purposes. Subscriber may not display, publish, retransmit or reproduce any Content or Services for sale or distribution to third parties without prior written consent of Ernst & Young LLP. . Use of the Content or the Services, directly or indirectly, in commercial publishing is expressly forbidden.
   
   In addition to the terms and conditions set out in this Agreement, by accepting this Agreement, Subscriber must comply with such other guidelines and policies of EY as may be established and posted on the Site (collectively the “Policies”). EY reserves the right to change the Policies at any time through the Site. Subscriber’s continued access and/or use of the Site and Content and Services indicates Subscriber’s acceptance of the Policies as modified.
4. User Access Codes. All codes, user identification references and other passwords or security items issued to Subscriber by EY from time to time are referred to herein as “Codes”. Subscriber is solely responsible for the use and proper protection of the Codes. Subscriber agrees to take all reasonable precautions to protect the security and integrity of the Codes, and to prevent their unauthorized use. If Subscriber is a company, Subscriber agrees to appoint an administrator who will be responsible for the administration of Codes, including, without limitation, assignment of Codes to authorized users, deletion of Codes where authorized users leave the employ of the Subscriber, maintenance of appropriate records with respect to Codes and authorized users, and providing copies of such records to EY upon request. Subscriber agrees that only one Code will be issued per authorized user. If Subscriber becomes aware of any unauthorized access or use of the Site and/or a Service with Subscriber’s Codes, Subscriber will immediately notify EY. The information that Subscriber provides to EY during registration, as well as information about Subscriber and authorized users, is subject to EY’s Privacy Policy. For more information, please refer to EY’s Privacy Policy as posted on the Site.
5. Scope of Services. The information provided on the Site is intended to furnish Subscribers with general information on matters that they may find to be of interest. While every effort has been made to offer current and accurate information, errors can occur. Furthermore, the Site or a Service may contain references to certain laws and regulations. Laws and regulations will change over time and should be interpreted only in light of particular circumstances. In addition, changes may be made in this information from time to time without notice to the user. By registering for the Site and/or Services Subscriber acknowledges that this information is provided on an “as is” and “as available basis”, with no guarantees of completeness, accuracy or timeliness, and without warranties of any kind, express or implied. To the fullest extent permissible, pursuant to applicable law, EY disclaims all warranties, express or implied, including but not limited to implied warranties of performance, merchantability and fitness for a particular purpose. EY does not warrant that the Site, the Content and Services provided through the Site, and any information, software or other material downloaded from the Site, will be uninterrupted, error-free or free of viruses or other harmful components.
6. Third-Party Links and Products. Certain links are provided that may lead to Internet websites and materials located on servers maintained by third parties, or provide access to products or services provided by third parties over which EY has no control. EY takes no responsibility for the accuracy, content or any aspect of that material and disclaims any liability to Subscriber for such material, products or services or for any consequence of Subscriber’s decision to use the links provided or Subscriber’s use of such material, products or services. EY also disclaims all liability and makes no representations or warranties for any products or services sold or provided to Subscriber by any third party. Subscriber’s purchase of goods or services through one of such other websites or links is subject to agreements and/or the terms and conditions in effect between Subscriber and the providers of such goods and services at those other websites. Subscriber agrees that Subscriber shall not bring a suit or claim against EY or any of its employees or agents arising from or based on Subscriber’s purchase or use of goods or services through those other websites or links.
7. Proprietary Rights of EY. EY has expended substantial time, effort and funds to create the Site. Subscriber acknowledges and agrees that the Site and the information, data, databases and images contained on or provided through the Site (individually and collectively, the “Content”) is owned and/or licensed by EY and/or its affiliates and related entities or is made available to Subscriber with the permission of EY and/or its affiliates and related entities. The Site is protected by copyright, trademark and other applicable intellectual property and proprietary rights laws. Nothing contained in this Agreement conveys to Subscriber any right, title or interest in or to any Content. Subscriber shall not remove, obscure or modify any copyright or other notice placed on Content. Distribution of Content shall be limited to those within Subscriber’s organization who are aware of the obligations imposed by this Agreement. In no event shall Subscriber display, circulate, publish, retransmit, redistribute, reproduce or sell all or any part of Content outside of Subscriber’s business organization by any means or medium now or hereafter created. Subscriber agrees that Subscriber will not display or use any EY trademarks in any manner without EY’s prior written permission.
8. Termination. This Agreement remains in effect until terminated by Subscriber or EY. Subscriber may terminate this Agreement upon fourteen (14) days advance written or electronic notice to EY, Attention: Joan Osborne, Ernst & Young LLP, Suite 1800, 950 Main Ave, Cleveland, OH 44113 or joan.osborne@ey.com.  EY may terminate this Agreement or any Content or Service, with or without cause, at any time immediately upon written or electronic notice to the address Subscriber provides in the registration process. After the termination of this Agreement, Subscriber is not authorized to access or use the Content or Services, and Subscriber shall cease all such access and use. If Subscriber nonetheless accesses or uses the Content or Services in spite of termination of this Agreement, Subscriber’s use of or access to the Content and Services will be subject to the version of this Agreement then in effect. EY reserves the right to terminate inactive accounts not used for 365 days or more.
   
   Where applicable, subscriber may purchase particular Services by ordering them directly from EY or its affiliates. Unless otherwise provided in the applicable Additional Terms, Subscriber must pay for an ordered Service within thirty (30) days of placement of Subscriber’s order. Failure to pay within that period may result in termination of this Agreement. The Additional Terms, if any, apply to Subscriber if Subscriber purchases or uses the Service to which Additional Terms apply.
9. Changes. EY may make changes to this Agreement at its discretion. EY may amend this Agreement and applicable pricing by posting the amended Agreement on the Site and providing notice of the change to Subscriber upon Subscriber's next logon to the Site. The notice will provide Subscriber with a link to view the amended Agreement or pricing. Subscriber will at that time be given the option of agreeing to the terms of the amended Agreement logging off the Site without accepting the changes, or terminating the Agreement in accordance with Section 8 hereof.
   
   EY may also make changes to subscription Services. EY reserves the right to do so without prior notice to Subscriber. EY shall have the right to remove any Service at any time. In the event that all or part of the Service ceases to be available for any reason whatsoever, including but not limited to, any restrictions upon use imposed by a supplier of Content, then Subscriber shall, at the request of EY, cease to use such Service, and shall forthwith delete all such Service or portions thereof. In the event that certain Services are deleted from the Site, the license fee, subscription fee or purchase price, if any, directly relating to such Services shall be adjusted accordingly.
10. Compliance with Laws and Rules; Indemnity. The Content and Services may be used only for lawful purposes. Subscriber’s conduct may be subject to federal, state, local, and international laws. Subscriber agrees that Subscriber shall comply with applicable laws, rules, regulations, ordinances and other similar requirements of the country and province or state in which Subscriber is accessing and using the Services.
    
    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.
    
    Upon request by EY, Subscriber agrees to defend, indemnify and hold harmless EY, its employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including attorneys’ fees, that arise from a breach of this Agreement for which Subscriber is responsible, or from the use of the Services in breach of this Agreement. EY reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Subscriber.
11. LIMITATION OF LIABILITY. SUBSCRIBER ACKNOWLEDGES THAT EY MAKES NO WARRANTIES OR GUARANTEES ABOUT THE CORRECTNESS OR FITNESS OF ANY SOFTWARE PROVIDED OR USED IN THE PROVISION OF THE SERVICES, INCLUDING AS TO WHETHER COMMUNICATIONS OR MATERIAL WILL BE FREE FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE CODE. SUBSCRIBER IS RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO SUBSCRIBER’S COMPUTER SYSTEM. EY DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT WEBSITE, THE SERVICES OR CONTENT WILL BE FREE FROM ERRORS OR WILL BE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK (i.e., 24x7).
    
    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.
    
    EY AND ITS OFFICERS, DIRECTORS, SUBCONTRACTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR OTHER SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS, COST, OR DAMAGE DUE TO CAUSES BEYOND THEIR CONTROL. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO BE FOR THE BENEFIT OF THIRD PARTIES AS SET OUT HEREIN, WHICH THIRD PARTIES ARE ENTITLED TO RELY ON AND ENFORCE SUCH LIMITATIONS.
12. General. This Agreement may only be amended by a written or electronic form duly accepted and agreed to by EY and Subscriber, or in the manner described in Section 9 above, and such amendment shall refer to this Agreement. Subscriber may not assign this Agreement without the prior written consent of EY. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.
13. Terms of Use
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:
• Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of EY’s system or network or to breach security or authentication measures without EY’s express authorization.
• Unauthorized monitoring of data or traffic on EY’s network or system without EY’s express authorization.
• Interference with service to any user, host or network, including, without limitation, mail bombing, flooding, deliberate attempts to overload EY’s system and broadcast attacks.
• Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
• Forging of TCP-IP packets to attempt to spoof connections to bypass proper authentication mechanisms.
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.
14. Jurisdiction and Governing Law. This Agreement shall be governed by and construed under the laws of Ontario and the laws of Canada applicable therein without regard to its conflict of laws. Subscriber hereby consents and submits to the exclusive jurisdiction of the Ontario courts.
15. Acceptance. This Agreement shall be effective:
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.

16. The parties hereto confirm that it is their wish that this Master Agreement, as well as all other documents relating hereto, be drawn up in English only. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents, y compris tout avis, s’y rattachant soient rédigés en anglais seulement.