RSM US LLP TERMS OF USE

Acceptance of Terms

The information and material contained, displayed, or made available on this Microsoft Corporation hosted website (“Site”) concerning RSM US LLP and/or its Dynamics 365 for Operations Solution (collectively, “RSM Information”) is proprietary and confidential to RSM US LLP and/or affiliates thereof (collectively, “RSM US”, “we”, “us” or “our”), and is subject to the terms set forth herein. If you visit and/or view this Site, you agree to be bound by these Terms of Use with respect to the RSM Information contained, displayed, or made available on the Site.

RSM US reserves the right to make changes at any time to these Terms of Use. Any modifications to these Terms of Use will be effective upon posting. Your continued use of the Site following posting of any revised Terms of Use will constitute acceptance of the modified Terms of Use.

Limitation on Use of RSM Information

All of the RSM Information contained, displayed, or made available on this Site is for informational purposes only. You may view and use such RSM Information solely within the confines of this Site and solely for the purpose of evaluating the Dynamics 365 for Operations Solution to determine whether you are interested in purchasing it.

Except as provided for herein, you may not use, download, upload, reproduce, copy, duplicate, print, display, perform, republish, sell, license, post, broadcast, perform, transmit, disseminate, redeliver using “framing technology”, otherwise distribute, or commercially exploit in any way any RSM Information contained, displayed, or made available on this Site without the prior written permission of RSM US.

Intellectual Property Information

RSM US, RSM, the RSM logo, the “progress bars design”, THE POWER OF BEING UNDERSTOOD, POWER COMES FROM BEING UNDERSTOOD, EXPERIENCE THE POWER OF BEING UNDERSTOOD are trade names, trademarks and/or service marks of RSM US LLP or its licensor(s). RSM US’ names and marks may not be used in connection with any product or service that is not RSM US’ in any manner that is likely to cause confusion among consumers or to disparage or discredit RSM US. All other trade names, trademarks, and service marks not owned by RSM US that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by RSM US. You may not use, copy, modify or display any of the trade names, trademarks, or service marks appearing on the Site without the express written permission of the respective owner thereof.

All RSM Information contained, displayed, or made available on this Site and any improvements or modifications to such information, as well as, any derivative works based thereon, are the property of RSM US or its licensors and are protected by United States and international copyright and other intellectual property laws.

Nothing in these Terms of Use shall be deemed to grant to you or any other user of the Site any license or right in or to any copyright, trademark, trade secret or other proprietary right of RSM US or any other person.

Privacy

The terms of the RSM US Privacy Policy are hereby incorporated as part of these Terms of Use. RSM US’ Privacy Policy can be accessed by you via the following URL: http://rsmus.com/who-we-are/privacy-policy.html.

Disclaimer of Warranties and Limitation of Liability

The RSM Information contained, displayed, or made available on this Site is subject to change, without notice, at any time, and could include technical inaccuracies or typographical errors and is not a substitute for professional advice or services. The RSM Information contained, displayed, or made available on this Site does not constitute assurance, tax, consulting, business, financial, investment, legal, or other professional advice, and you should consult a qualified professional advisor before taking any action based on such information. Neither RSM US, nor any of its related entities, are responsible for any loss resulting from or relating to reliance on this website by any person.

THE RSM INFORMATION CONTAINED, DISPLAYED, OR MADE AVAILABLE ON THIS SITE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, OR MERCHANTABILITY OR fiTNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT ANY RSM INFORMATION CONTAINED, DISPLAYED, OR MADE AVAILABLE ON THIS SITE IS ACCURATE, COMPLETE, OR ERROR FREE, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR ANY CONSEQUENCES RESULTING FROM YOUR RELIANCE ON SUCH INFORMATION. FURTHER, WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE RSM INFORMATION CONTAINED, DISPLAYED, OR MADE AVAILABLE ON THIS SITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE RSM INFORMATION CONTAINED ON THIS SITE IS AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM SUCH USE.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL WE OR ANY OF OUR SERVICE PROVIDERS OR LICENSORS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING, OR MANAGING THE RSM INFORMATION CONTAINED, DISPLAYED, OR MADE AVAILABLE ON THIS SITE (COLLECTIVELY, THE “RSM US PARTIES”) BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, GENERAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF, FROM, OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE RSM INFORMATION CONTAINED, DISPLAYED, OR MADE AVAILABLE ON THIS SITE OR ANY INABILITY TO ACCESS OR USE THE SITE OR ANY OR ALL OF THE RSM INFORMATION CONTAINED, DISPLAYED, OR MADE AVAILABLE THEREIN, EVEN IF YOU ADVISE ANY RSM US PARTY OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.

Indemnification

You agree to indemnify and hold the RSM US Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees, disbursements, and court costs) arising from, out of, or in connection with: (i) your use of the Site or any RSM Information contained, displayed, or made available therein; (ii) your violation of these Terms of Use; and/or (iii) your violation of any rights of any third party.

Modification or Discontinuance of RSM Information or the Site

At any time, without notice to you, and for any or no reason: (i) RSM US may modify or discontinue some or all RSM Information displayed or made available on the Site; and/or, (ii) Microsoft may modify or discontinue the Site containing the RSM Information or may discontinue displaying or making available some or all of the RSM Information on its Site. RSM US shall in no way be held liable for any consequence which results from: (i) RSM US’ decision to modify or discontinue some or all of the RSM Information displayed or made available on the Site; and/or, (ii) Microsoft’s decision to modify or discontinue the Site or to display or make available some or all of the RSM Information on its Site.

Denial of Access

RSM US may prohibit you from using or accessing the RSM Information contained on the Site, in whole or in part, for any or no reason, at any time, in its sole discretion, with or without notice to you. RSM US shall in no way be held liable for any consequence which results from either (i) RSM US’ decision to prohibit you from using or accessing some or all of the RSM Information contained, displayed, or made available on the Site, or (ii) Microsoft’s decision to prohibit you from using or accessing some or all of the RSM Information contained, displayed, or made available on the Site.

Governing Law

The laws of the State of Illinois will govern these Terms of Use, without giving effect to any principles of con´Čéicts of laws. You agree that any action arising out of these Terms of Use or your use of the Site shall be brought in state or federal court located in Illinois, and you consent to the jurisdiction of such courts.

Miscellaneous

You may not assign or otherwise transfer these Terms of Use or any rights or obligations hereunder. RSM US may assign these Terms of Use at any time, with or without notice to you. RSM US’ failure to act on any breach of any provision hereof shall not be construed as a waiver of the enforcement of any provision unless RSM US agrees to such waiver in writing.

If any portion of these Terms of Use is deemed unlawful, void, or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions. These Terms of Use set forth the entire understanding between you and RSM US with respect to the subject matter hereof and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and RSM US with respect to such subject matter.

Contact

If you have any questions relating to these Terms of Use, the Site or RSM US, please contact us at the following URL: http://rsmus.com/contact.html.

Notice and Procedure for Making Claims of Intellectual Property Infringement

RSM US respects the intellectual property rights of others. If you believe that any RSM Information contained, displayed, or made available on this Site may infringe your copyrights or other intellectual property rights, please provide RSM US the written information specified below. Please note that this procedure is exclusively for notifying RSM US that your intellectual property rights have been infringed.

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Phone: (312) 207-1122

ABOUT US

RSM US LLP is a limited liability partnership and the U.S. member firm of RSM International, a global network of independent audit, tax and consulting firms. The member firms of RSM International collaborate to provide services to global clients, but are separate and distinct legal entities that cannot obligate each other. Each member firm is responsible only for its own acts and omissions, and not those of any other party. Visit rsmus.com/aboutus for more information regarding RSM US LLP and RSM International.

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