Partner DataLink

TERMS OF USE

Last revised:  22 December 2017


1.  WHO THESE TERMS OF USE APPLY TO; WHAT THEY GOVERN.

This Partner Data Link Website (this "Website") is for use by certain clients of Deloitte Tax LLP ("Deloitte Tax"), investors in such clients ("Partners”), advisors of the Partners ("Partner Advisors”) and other unrelated parties invited to use this Website by Deloitte Tax (together with the Partners and Partner Advisors, “ you” or “your ”) for the Permitted Purpose (defined below). 

Prior to your use (or continued use) of this Website, you must agree to these terms (the "Terms"). Thereafter, these Terms shall be a legally binding agreement between you, and, in some instances, the entity for which you work, and Deloitte Tax (referred to herein as "we","us" or “our”). 

It has been requested that we grant you access to specific sections of this Website (the “Permitted Sections”) for the purpose of downloading Partner tax forms and other information prepared by Deloitte Tax ("Schedules”) on behalf of the Company (defined below)(the “Permitted Purpose”).

As the legal entity in which you are a Partner ("Company”) is our client and we have agreed, pursuant to an engagement letter or other contract (each an "Engagement Letter") to the performance of services or delivery of deliverables (an “Engagement"), then all Engagement services and deliverables shall be governed by the Engagement Letter and, where applicable, these Terms. As set forth more fully in Section 11A , in the event of any conflict between an Engagement Letter and these Terms, the terms of the Engagement Letter shall control with respect to the applicable Engagement.  Where neither you nor Company are our client, these Terms shall apply except as set forth in Section 11A .

These Terms are only with us and not with any other Deloitte entities. 

2.    REGISTRATION AND RELATED MATTERS; CERTAIN RESTRICTIONS.

A.    Eligibility.

1.   In General.  To be eligible to use this Website, you must be at least 18 years old and have full power and authority to enter into these Terms.  You must also not be prohibited from entering into these Terms or using any portion of this Website by us, any other party, or any contractual, regulatory or other legal restrictions.  You hereby represent and warrant to us that you meet these eligibility requirements. 

2.  Your obligation to keep us informed.  You must notify us if circumstances change such that you are no longer in compliance with the eligibility requirements set forth in the paragraph above.     

B.   Certain restrictions applicable to your User Account and general usage of this Website.

In order to use this Website, you must register for a user account ("User Account”).  You are responsible for anything that happens through your User Account until it is deactivated.  Without limiting the foregoing, you agree to the following:   

1.  You will only create and maintain one User Account at any given time, which shall be for you alone and not shared or transferred to anyone else.  If we deactivate your account, you will not create another User Account.

2.  You will only access the Permitted Sections for the Permitted Purpose and will not hack into or otherwise attempt to access other areas of this Website.

3.  You will keep your User Account password secure and confidential.

4.  You will not remove or alter any copyright, trademark or other proprietary rights notices found on this Website or its content.

5.  You will comply with all laws applicable in accessing and using this Website, including all data privacy, export control and securities laws and regulations. 

6.   If you are a Partner or a Partner Advisor, you will immediately cease all use of your User Account and this Website once you are no longer a Partner in Company or a Partner Advisor to a current Partner.Company must notify us in writing of such separation, and Company remains responsible for your actions with respect to your User Account and this Website until such notification and related deactivation of your User Account.

 7.  You will not reverse engineer, decompile or otherwise attempt to derive the source code for any underlying software related to this Website, or adapt, modify or create derivative works based on this Website or its underlying technology.

 8.  You will not engage in any action that directly or indirectly interferes with the proper working of, or places an unreasonable load on, this Website or our infrastructure or architecture, including spamming and the distribution of computer viruses or other malicious code.

 9.  You will notify us immediately upon becoming aware of any unauthorized use of your User Account or any other breach of the above obligations.

 10.  Partner Advisors and other unrelated parties invited to use this Website will use the e-mail address for the entity for which they work to create a User Account and hereby represent and warrant that they have the power and authority to bind such entity to these Terms.

 11.  You will not download the Schedules more than is necessary to complete your tax filings, and you will not download the Schedules using automated methods (such as software, devices, scripts, webscrapers, robots, crawlers, spiders, or browser plugins and add-ons).

12.  You will not access information from this Website “in bulk”. For purposes of this section, “in bulk” access means accessing data by means of database query, report generation or any other mass transfer of data. Specifically, unless such access is authorized or provided by us, this section prohibits any access to such information except for access to individual records as required for the Permitted Purpose.

3.    PRIVACY. 

You acknowledge and agree that we may disclose your User Account information to others if we have a good faith belief that such action is reasonably necessary to comply with law, regulatory requirements, professional standards, or prevent harm, or as otherwise provided in the applicable Engagement Letter, these Terms or the Privacy Statement.  A Privacy Statement is incorporated herein by reference, and you hereby agree to its terms.

4.    YOUR USE OF THIS WEBSITE.

A.   In general.

On the condition that you comply with all your obligations under these Terms, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicensable right to access and use the Permitted Sections only as expressly permitted herein.

B.   Your use of Website Content and Website Technology.

As used herein, “Website Content” means any content on this Website, including content that is provided by us or a third party.

As used herein, “Website Technology” means any software code, program, process, tool or device on this Website.

Except as otherwise provided in an applicable Engagement Letter, you will:

1.  Maintain the confidentiality of the Website Content and Website Technology using at least the same degree of care as you use in maintaining your own proprietary and/or confidential information, but in no event using less than a reasonable degree of care.

2.  Use the Website Content and Website Technology solely in connection with the applicable engagement. 

3.  Except as may be required by law, limit access to the Website Content solely to those persons who have a direct and immediate need of such access and who are obligated to maintain its confidentiality.

4.  Ensure that all any copies of the Website Content (printed or electronic) retain and/or reflect any copyright, confidentiality, or other legal notice that appears on or with such material when accessed on this Website.

5.  Not copy, download, reproduce, modify or distribute the Website Technology in whole or in part, except as may be expressly permitted elsewhere in writing outside of these Terms.   

6.  Not extract any redistributable files from the Website Technology and/or use such redistributables for any purpose other than your use of this Website in accordance with these Terms and the Permitted Purpose.

For purposes of clarity, Company's usage and/or ownership rights with respect to any software code that is a deliverable under an Engagement Letter or licensed under any other agreement is governed by the terms of such document and not by these Terms, even if such code is provided to you or Company via this Website.

5.    NO PROFESSIONAL RELATIONSHIP.

You acknowledge and agree that no professional relationship of any nature is created solely by your use of this Website or by any correspondence or communication with us or any other person or entity relating to this Website. 

6.    AVAILABILITY AND ACCESS.

A.   Availability.

We will endeavor to provide reasonable notice of any modifications to this Website that are likely to materially affect service. However, we reserve the right to modify, replace, refuse access to, suspend, limit, disable, or discontinue this Website and its functionality, in whole or in part, in our sole discretion, with or without notice.

B.   Access

It is your responsibility to ensure that you have software and hardware that are capable of effectively accessing this Website via an internet service provider. You are also responsible for all charges and necessary permissions related to accessing this Website through your internet provider. 

7.    CERTAIN INTELLECTUAL PROPERTY RIGHTS.

A.  This Website.

This Website and its contents are protected by copyright, trademark and other laws of the United States and foreign countries.   We and our licensors reserve all rights not expressly granted in these Terms.

B.  Names and Logos.

“Deloitte”, “Touche”, “Tohmatsu”, “Deloitte Touche Tohmatsu”, “Deloitte & Touche”, and certain product names mentioned in this Website are trademarks or registered trademarks of one or more entities of the Deloitte. All other product names mentioned in this Website are the trademarks or registered trademarks of their respective owners and are mentioned for identification purposes only.

You may not use the name “Deloitte”, “Touche”, or “Tohmatsu”, or any combination thereof, or any related name, mark or logo, in any press release, advertisement, or other promotional or marketing material or media, whether in written, oral, electronic, visual, or any other form, except as expressly permitted in writing by Deloitte Tax or its designee. 

8.    LIMITATIONS OF LIABILITY; INDEMNITY.

WE ARE NOT, BY MEANS OF PERMITTING YOU ACCESS TO THIS WEBSITE, RENDERING LEGAL,ACCOUNTING, TAX, INVESTMENT, CONSULTING OR OTHER PROFESSIONAL ADVICE OR SERVICES TO YOU. BEFORE MAKING ANY DECISION OR TAKING ANY ACTION THAT MIGHT AFFECT YOUR FINANCES OR BUSINESS, YOU SHOULD CONSULT A QUALIFIED PROFESSIONAL ADVISOR.  THE TAX INFORMATION REFLECTED ON THE SCHEDULES PROVIDED TO YOU IS BASED ON EXISTING FEDERAL AND STATE LAWS AND REGULATIONS AS INTERPRETED BY THE COMPANY’S GENERAL PARTNER OR MANAGING MEMBER. FOR CLARITY, ADVICE AND DELIVERABLES THAT WE PROVIDE PURSUANT TO AN ENGAGEMENT LETTER SHALL BE GOVERNED BY THE TERMS OF THAT ENGAGEMENT LETTER, EVEN IF ACCESSIBLE BY OR DELIVERED TO YOU VIA THIS WEBSITE. 

ALTHOUGH WE TAKE COMMERCIALLY REASONABLE STEPS TO MAKE THIS WEBSITE USEFUL AND SECURE, THIS WEBSITE (INCLUDING ALL WEBSITE TECHNOLOGY, WEBSITE CONTENT, SCHEDULES AND OTHER CONTENT) IS PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND.  WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THIS WEBSITE WILL BE SECURE, ERROR-FREE, FREE FROM VIRUSES OR MALICIOUS CODE, OR WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, AND ACCURACY.  

YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USAGE, INCLUDING WITH RESPECT TO LOSS OF SERVICE OR DATA.  WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, WHETHER IN AN ACTION OF CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, RELATING TO THE USE OF THIS WEBSITE.

CERTAIN LINKS ON THIS WEBSITE MAY LEAD TO RESOURCES, WEBSITES AND TOOLS MAINTAINED BY PARTIES OVER WHICH WE HAVE NO CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OF, OR ANY OTHER ASPECT RELATING TO, THOSE RESOURCES, WEBSITES AND TOOLS

THE ABOVE LIMITATIONS OF LIABILITY SHALL BE APPLICABLE TO US AND TO OUR PERSONNEL. 

YOU AGREE TO INDEMNIFY US  AND OUR PERSONNEL, AGAINST ALL COSTS, CLAIMS, LOSSES OR EXPENSES INCURREDBY OR MADE AGAINST ANY OF THE FOREGOING AS A RESULT OF ANY BREACH BY YOU OF THESE TERMS, INCLUDING ANY THIRD-PARTY CLAIM THAT ANY OF YOUR USER ACCOUNT INFORMATION INFRINGES ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY.

9.    USER ACCOUNT DEACTIVATION.

A.  Deactivating Your User Account.

You or Company may deactivate your User Account, for any or no reason, at any time, with written notice to us as per Section 10 (Notices).  This notice will be effective upon our processing such notice. 

We may deactivate your User Account for any reason or no reason, at any time, with or without notice, effective immediately or as may be specified in any given notice.  Without limiting the foregoing, your User Account may be deactivated by Website administration if inactive for extended time periods.

B.   Effect of Deactivation.

1.  Usage.  Deactivation of your User Account results in the immediate termination of your license to access and use this Website, and also the disabling, as soon as possible, of your technological access to this Website.  In addition, we may bar you from any future use of this Website and also block access to this Website from any IP address or range of IP addresses associated with you.

2.  Surviving Terms.  Section 4A of these Terms shall not survive deactivation of your User Account and termination of your license to access and use this Website.  The remainder of these Terms shall survive.  

10.    NOTICES.

Notices from us to you.  Any notices from us to you regarding this Website and the services provided through it may be by any of the following methods:  (i) general postings to users on this Website, (ii) any communicative function available through your User Account, and (iii) the email address or physical address contact information associated with your User Account.   It is your responsibility to keep the contact information in your User Account current and accurate.

Notices from you to us.  Any notices from you to us regarding this Website and the services provided through it must be in writing and sent to the contact provided for us in the Engagement Letter, if any, or to such other contact as we may provide.   Such notices should be provided using the same mechanism provided for notices in the Engagement Letter.  If there is no Engagement Letter or it does not provide for notices, then notices from you to us must be by any of the following methods: (i) electronic mail; (ii) personal delivery; or (iii) a globally or nationally (as the case may be) recognized express mail, courier, or delivery service (“Express Courier”).   A notice sent by electronic mail shall be deemed given on the date of electronic confirmation of receipt.  A notice sent by personal delivery or Express Courier shall be deemed given on the date of receipt or refusal of receipt. 

11.    GENERAL TERMS.

A.  Entire Agreement; Engagement Letter.

Subject to the following two sentences, these Terms constitute the full and complete agreement between you and us, with respect to the subject matter hereof, and supersede any oral and prior written agreements with respect to such subject matter.  With respect to Company, in the event of any conflict between these Terms and an Engagement Letter, the terms of the Engagement Letter shall control with respect to the applicable Engagement. 

B.  Amendments to these Terms.

We may revise these Terms at any time in our sole discretion by posting such revised terms at this Terms of Use link in the Website (i.e., this webpage that you are currently viewing) or elsewhere on this Website, or otherwise notifying you in accordance with Section 10 (Notices).  Such revised terms shall be effective to you upon posting or other notice, unless otherwise explicitly stated by us. 

It is your responsibility to be aware of any such revised terms by checking here and reading your notices. 

If you do not agree with any of these Terms as they may be amended from time to time, you should deactivate your User Account as per Section 9 (Termination).

C.  No informal waivers, agreements or representations.

No waiver of any breach by you, or of any objection to any act or omission connected therewith, shall be implied or claimed by you or be deemed to constitute a consent to any continuation of such breach, act or omission, unless contained in a writing signed by us.

D.  Dispute resolution; equitable relief.

1Choice of Law; etc.  These Terms shall be governed by, construed in accordance with, and enforced under the laws (both substantive and procedural) of the State of New York, USA (but specifically excluding the United Nations Convention on Contracts for the International Sale of Goods), without reference to principles of conflict of laws and you agree to submit to the exclusive jurisdiction and venue of the federal and state courts situated in New York State with respect to any dispute arising hereunder or in connection with such rights and obligations and you and we also agree to irrevocably waive any right to a jury trial in any action, proceeding or counterclaim relating to these Terms. 

Notwithstanding the above, we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. 

2Equitable Relief.  In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation, use or exploitation of this Website or any part of it, including any Website Technology or Website Content.   We shall be entitled to injunctive or other equitable relief in order to prevent, mitigate, or remedy the breach, continuing breach or continuing breach of these Terms.

E.  Remedies not exclusive.

Exercise or enforcement of a right or remedy given in these Terms shall not be considered to be in lieu of enforcement of other rights or remedies otherwise existing at law or equity, unless specifically waived in writing.

F.  Severability.

If any term in these Terms is invalid or unenforceable in any jurisdiction, then (i) in that jurisdiction it shall be re-construed to the maximum extent permitted by law to effect its intent as nearly as possible and the remaining terms shall remain in full force and effect, and (ii) in every other jurisdiction all of these Terms shall remain in full force and effect.     

 G.  No construction against the drafter.

 If an ambiguity or question of intent or interpretation arises with respect to these Terms, these Terms will be construed as if drafted jointly by you and us, and no presumption or  burden of proof will arise favoring or disfavoring any of those parties by virtue of authorship of these Terms.

H.  Assignment and delegation.

You may not assign or delegate (which includes transfer, sell, lease, rent, sub-license) any rights or obligations under these Terms, and any such purported assignment or delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially, without notice to you. These Terms shall be binding upon your and our successors and permitted assigns.

I.  Relationship of the parties; third party beneficiaries.

No agency, partnership, franchise, or joint venture is created by these Terms between you and us.

J.  Language.

In the event that we have provided you or Company with a translation of the English language version of these Terms, the Privacy Statement and/or any other documentation, you agree that the translation is provided for convenience only and that the English language version governs your relationship with us. 

K.  Construction.

1.  Agreement Headings and Numbering.  Paragraph or Section numbers and headings that are used in these Terms are included for convenience only and, if there is any conflict between any such numbers and headings and the text of these Terms, the text shall control.

2.  Including.  As used in these Terms, the word “including” means “including, without limitation” and the word “include” means “include, without limitation”.