Access Agreement

PROTIVITI ACCESS AGREEMENT FOR KNOWLEDGELEADER SERVICE ("AGREEMENT")



Last updated: January 2013

1. Acceptance. Welcome to www.knowledgeleader.com (the “KnowledgeLeader™”). This Agreement governs your access to and use of KnowledgeLeader™ and to all other Protiviti Inc. sites that are accessible through the KnowledgeLeader™ (collectively, the “Sites”). This Agreement states the terms and conditions for access and use of the Sites, Materials (as defined below), and related services (“Services”). Please review this Agreement carefully. By accessing, browsing, or otherwise using the Sites (“Use”), all users and viewers accept the terms and conditions listed in this Agreement. If you do not accept the terms and conditions listed in this Agreement, please do not Use the Sites. In this Agreement, the words “you”, “your” and “user” mean either the entity or individual that is subscribing to KnowledgeLeader™. The terms “Protiviti”, “we”, “us” and “our” mean Protiviti Inc.

You agree that Protiviti may modify or change the terms and conditions in this Agreement and regarding Use of the Sites from time to time in its sole discretion, with or without notice. It is your responsibility to ensure you understand and comply with such terms and conditions. Without limiting the generality of the foregoing, you agree that you may be notified of any modifications to this Agreement by email or fax, including as part of regular email and/or fax publications, and your continued Use of the Sites, Materials, and Services after receiving such notification shall constitute acceptance of such modifications. Furthermore, you acknowledge and agree that, from time to time, Protiviti may require you to re-review and expressly accept the terms and conditions in order to access the Sites, Materials, or Services.

The Sites, Materials and any Services are available to you only if you can form legally binding agreements under applicable law. Minors are prohibited from using the Sites, Materials, or Services. If you are a minor, please do not use the Sites, Materials, or Services.

2. License. Protiviti grants you a limited, non-exclusive, nontransferable, revocable license to view and download a copy of the Materials displayed on the Sites solely for your personal use or your use for internal purposes within your organization (“Permitted Uses”); copying, reselling, disclosing or distributing the Materials, using the Materials in your products or services, and using the Materials for any other purpose that is not for your internal operational needs and/or professional development, is strictly prohibited. All items displayed or made available on the Sites, including, but not limited to, courses, graphics, documents, text, content, images, sound, video, audio, artwork, software, and HTML code (collectively, the “Material” or “Materials”) are the exclusive property of Protiviti or its content suppliers. The Materials are protected by U.S. and international copyright laws and any other applicable intellectual property rules, regulations, and laws. Except for the Permitted Uses described above, you shall not (i) use, modify, distribute, publish, sell, re-sell, adapt, reverse engineer, or create derivative works of the Materials, or (ii) disclose, use or post the Materials on other web sites, newsgroups, electronic bulletin boards, mailing lists or any other media, e.g., networking environment, without Protiviti’s prior written consent, which may be withheld in its sole and absolute discretion.

We retain control and ownership of the form and content of the Sites, Materials and Services. The form and the content of the Sites, Materials, and all the Services may be revised from time to time, with or without notice. We reserve any rights with respect to the Services, Materials, and the Sites not expressly granted in this Agreement.

All trademarks, service marks, and logos (the “Marks”) displayed on the Sites, Materials or used with the Services are the exclusive property of Protiviti and their respective owners. You shall not use the Marks in any manner without Protiviti’s and their respective owners’ prior written consent, which may be withheld in its or their sole and absolute discretion.


You will comply with all applicable laws and regulations in your use of the Sites, Materials and Services, including, but not limited to, export control, anti-boycott and trade sanctions and the United States Foreign Corrupt Practices Act or similar laws. You will indemnify, defend and hold harmless Protiviti, its parents, subsidiaries, affiliates, officers, directors, agents and employees, from and against any violation of such laws or regulations by you or any of your agents, officers, directors, or employees.

3. Charges and Payment. You shall be charged a subscription fee in the amount set forth on the current fee table attached hereto as the Fee Schedule (“Subscription Fee”). Payment in full of the fees and charges incurred in connection with your account shall be due upon receipt and payable no later than 30 days of the date of invoice. Failure to make timely payment will result in termination of access to the Sites. In addition to and separate from any Subscription Fees, you agree to be responsible for any sales, use, license, transaction or other taxes (excluding taxes based upon our net income) based on the Site, Materials or the Services provided herein. You acknowledge and agree that we may communicate to you, by fax or email, information concerning charges and payments or any other notices under this Agreement. Protiviti may modify the Subscription Fee at any time, with or without notice.

4. Subscribers. Provided that you are otherwise in compliance with this Agreement, you must designate an individual that is authorized to Use the Site, Materials, and Services (the “Subscriber”). The Subscriber shall be any specific person (i) who has paid, or on behalf of whom you have paid, the Subscription Fee and (ii) who has received a valid username and password for Use of the Sites. The rights and licenses granted in this Agreement are on a per user basis. You shall ensure that your Subscriber(s) shall not share usernames and/or passwords with third parties; including other individuals within your organization. It is your responsibility to ensure (a) the confidentiality of your username(s) and password(s) are maintained; (b) your password(s) are frequently updated and revised; and (c) that Protiviti is promptly notified if there is any unauthorized use of your account or any breach of security.


5. Privacy and Submission. See our Privacy Policy for more information regarding our privacy practices. By submitting or entering your Personal Information, as defined in the Privacy Policy, you and each Subscriber grant us a perpetual and worldwide license and right, but not the obligation, to use, copy, modify, display, distribute, download, store and transfer such Personal Information in order to fulfill our business purposes. Please note that, in order to use the Site, cookies must be enabled for authentication purposes.

6. Third Party Content and Sites. Third party content or materials may appear on the Sites (“Third Party Content”) or may be accessible via links from the Sites (“Linked Sites”). The Third Party Content and the Linked Sites are not controlled or monitored by Protiviti. Protiviti is not responsible for and assumes no liability for any Third Party Content or Linked Sites. The inclusion of the Third Party Content and the Linked Sites on the Sites does not imply any relationship or association between Protiviti and the owner of the Linked Sites or any endorsement or sponsorship by Protiviti. Protiviti includes the Linked Sites solely for your convenience. You are solely responsible for your access of the Linked Sites and Third Party Content. You shall use your own judgment, caution, and common sense in using the Third Party Content and Linked Sites.

7. Indemnification. You acknowledge that our third party content grantors (“Grantors”) hold proprietary rights in content posted on the Sites and that your failure to comply with this Agreement will be a material breach of this Agreement and may cause us to breach our related agreements with such Grantors. You agree that you are solely responsible for Use of the Sites, Materials and Services and for all consequences of such Use. You further agree to indemnify, defend and hold Protiviti, its parents, subsidiaries, affiliates, officers, directors, agents and employees harmless from any claims, liabilities or demands of any third party, including, but not limited to, attorneys’ fees, resulting from or arising out of your Use of the Sites, Services, Materials, or your violation of any terms and conditions of this Agreement or the Sites.

8. No Warranties; Not Professional Services Or Advice; Limitation of Liability.

YOU ACKNOWLEDGE AND ACCEPT THAT YOU ASSUME ALL RISKS RELATED TO OR RESULTING FROM YOUR USAGE, VIEWING, OR ACCESS OF THE SITES, MATERIALS OR THE SERVICES.

THE SERVICES, THE MATERIALS, AND THE SITES ARE MADE AVAILABLE ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY SORT, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR DUTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE, SECURITY, NON-INFRINGEMENT OR FREEDOM FROM ERRORS OR UNINTERRUPTED USE. THIS APPLIES TO ANY AND ALL COPIES OF THE SITES, INCLUDING ALL VERSIONS OR UPDATES THEREOF, AND TO ANY RELATED DATA, SERVICES, ADVICE OR MATERIALS.

YOU ACKNOWLEDGE THAT WE ARE NOT WARRANTING THAT ACCESS TO OR USAGE OF THE SERVICES AND THE SITES WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT AND CANNOT CONTROL THE FLOW (OR SECURITY) OF DATA TO OR FROM OUR NETWORKS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE INTERNET.

FURTHER, YOU ACKNOWLEDGE THAT THE SITES, SERVICES AND MATERIALS DO NOT SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU UNDERSTAND THAT SOME LAWS, REGULATIONS, GUIDELINES AND OTHER MATTERS ADDRESSED IN THE SITES ARE SUBJECT TO INTERPRETATION AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR, AND WAIVE ANY CLAIM AGAINST US AND GRANTOR(S) FOR, ANY AND ALL LOSS, DAMAGE AND EXPENSE (OR CLAIM THEREOF) RESULTING FROM YOUR USE OF THE SITES, SERVICES AND MATERIALS. YOU UNDERSTAND THAT YOUR BUSINESS OR REPORTING SITUATION(S) MAY NOT BE SUITED TO THE CONTENTS OF THE SITES, THAT INDEPENDENT PROFESSIONAL JUDGMENT, ANALYSIS AND ADVICE MUST BE APPLIED TO ANY USE OF THE SERVICES, AND THAT YOU ARE ENCOURAGED TO SEEK PROFESSIONAL ADVICE WITH RESPECT TO ANY APPLICATION OF THE SERVICES TO ACTUAL BUSINESS OR REPORTING MATTERS OR SITUATIONS. YOU AGREE THAT THE AVAILABILITY OF THE SITES, SERVICES AND MATERIALS SHALL NOT BE CONSTRUED AS A RENDERING OF ANY TAX, LEGAL, ATTEST, ACCOUNTING, AUDITING OR OTHER PROFESSIONAL SERVICES OR ADVICE.

In no event shall we be liable in the aggregate for all claims, causes of actions and damages in an amount that exceeds the subscription fees that you have paid to us during the calendar year in which the first claim alleging liability hereunder occurred. Further, we shall not be liable for any consequential, incidental, indirect, special or punitive damage, loss, or expense, including damage, loss or expense for lost profits, business interruption or lost revenue or business opportunity, related to the Services, Materials, the Sites, or this Agreement, even if we have been advised of the possibility or likelihood of such damages. These limitations shall apply in full regardless of the theory of relief asserted (including negligence), regardless of any assertion that a remedy has failed of its essential purpose and regardless of whether or not the claims or damages were foreseeable.

You understand and agree that the provisions of this Section 8 are for the benefit of Protiviti, Protiviti’s parent corporations, subsidiaries and other affiliates, and the Grantors, and each of their respective directors, officers, partners, representatives, employees and agents. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

9. Term and Termination.

A. Trial period. This Agreement shall also govern your use of the Sites, Materials, and the Services during any trial period. If a trial period is made available to you, you may be entitled to access selected portions of the Sites, Materials, and the Services without an obligation to pay the Subscription Fee, for a 30-day period following the date that you first log in to KnowledgeLeader™ after accepting this Agreement (the “Trial Period”). In addition to the other restrictions in this Agreement, such access for the Trial Period is limited to no more than 200 downloads of Materials from the Sites (“Download Allowance Cap”), irrespective of the number of days remaining in the Trial Period. If you desire to continue your subscription after (i) the expiration of the Trial Period or (ii) you reach the Download Allowance Cap, you must notify us. If you do not notify us that you desire to continue the subscription and pay the applicable Subscription Fees, your access to (and the right to Use) the Sites, Materials and the Services shall terminate, including any Materials downloaded prior to such termination.

B. Term. If you notify us that you desire to subscribe, this Agreement shall become effective for the 12-month period commencing on the date that you provide such notice, subject to our receipt of your Subscription Fees. You may renew your subscription based on Protiviti’s then-current pricing terms for the next subscription period by notifying us of your renewal. We may contact you from time to time, both during and after your subscription, to remind you of the status of your subscription.

C. Termination Of The Services.

(i) Termination of the Services by You. You may terminate this Agreement at any time by giving us written notice thereof.

(ii) Termination of the Services by Us. We may terminate this Agreement at any time upon a breach of any of your obligations under this Agreement, including your failure to pay all fees due under this Agreement in a timely manner. We may terminate this Agreement at any time, without cause, (i) immediately at any time during a Trial Period by providing you with notice of termination, and/or (ii) by providing you 30 days prior notice of termination. We reserve the right to refuse access to the Sites, Materials, and Services at any time to any Subscriber for any reason. All fees and charges paid are non-refundable regardless of any termination hereof.

(iii) Effect of Termination. Upon termination or expiration of this Agreement for any reason, your access to (and the right to Use) the Sites, Materials and the Services shall terminate, including any Materials downloaded prior to such termination. Upon such termination, you must immediately destroy all copies of any downloads of the Materials.

10. Assignability. You may not assign this Agreement (including, but not limited, by operation of law), nor any of your rights, duties or obligations to any other party. We may assign this Agreement or any of our rights, duties and/or obligations hereunder.

11. User Warranty. You agree to use the Sites, Materials, and Service for your valid purposes in accordance with this Agreement. The Sites, Materials, and Service may not be accessed or used by or on behalf of any business or organization that provides internal audit or risk consulting services or by any business that we determine is our competitor.

12. Entire Agreement; Modification of Agreement. This Agreement (including the Fee Schedule) is the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, inducements, promises, agreements and other communications, whether written or oral, relating to the subject matter hereof. To the extent that the parties enter into a written agreement respecting the subject matter hereof after the effective date of this Agreement with terms and conditions that differ from those contained in this Agreement, the terms and conditions of the subsequent agreement shall govern. No modification or amendment of this Agreement that you propose shall be effective or enforceable unless it is in writing and has been executed by our authorized representative.

13. General. You agree that there is no employment, partnership, agency, or joint venture relationship between you and Protiviti arising out of or resulting from your use of the Sites, Materials or the Services. This Agreement is governed by the laws of the State of California, United States of America, without giving effect to any principles of conflict of laws. Protiviti does not warrant that the Sites, Materials, or the Services will be lawful outside the United States. If you use the Sites, Materials and Services outside the United States, you will be solely responsible for such use. You may not use or export any Materials or make any copy or adaptation in violation of any application laws, rules, or regulations, including, but not limited to, U.S. export laws and regulations. Any party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement. Sections 5, 7, 8, 9, and 13 shall survive any termination of this Agreement for any reason. If any term herein is declared to be void or unenforceable by a tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining terms and conditions shall remain in full force and effect. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San Francisco, California.

You shall use the following contact methods for all notifications and other communications regarding KnowledgeLeader or this Agreement:

Our email address: KnowledgeLeader@protiviti.com

Our telephone number: (866) 923-8513

Outside the U.S. Please call: +1 (415) 402-3610

Our Mailing address:

Protiviti Inc.
KnowledgeLeader
555 Market Street, Suite 1800
San Francisco, CA 94105
Attn.: Ashley Hartley

If notice or other communication is given pursuant to this Agreement in writing, it shall be effective either when delivered personally to the party for whom intended, or five (5) days following deposit of the same into the United States mail (certified mail, return receipt requested, or first class postage prepaid). If notice or other communication is given via email or facsimile, it shall be effective when received by the party for whom intended.

Last updated: January 2013

Fee Schedule

This schedule is part of the Protiviti KnowledgeLeader Access Agreement (the “Agreement”) between you and Protiviti Inc. Unless defined herein, capitalized terms used in this Schedule shall have the definitions provided in the Agreement.

1.
Trial Period. You will not be charged for any Trial Period. Each Subscriber is permitted one Trial Period.

2.
Charges. After the expiration or termination of the Trial Period, if you elect to subscribe to KnowledgeLeader, you will be charged the designated fee for your Subscription under this Agreement. All fees are as designated in the then-current Pricing Schedule available at http://www.knowledgeleader.com/KnowledgeLeader/Content.nsf/Web+Content/Subscribe.