Disclaimers

Use of PwC's Digital Business Portal (“Portal”) is subject to our Terms of Use and Privacy Statement. All outputs as generated by you using the Portal will be purged after 1 year upon their creation date without warning. Any outputs you need to retain must be downloaded from the Portal prior to the purging date. You acknowledge that the Portal does not replace the requirement for human intervention and appropriate oversight, review and validation of all outputs and results. The Portal in undertaking the automated tasks set for it may contain and/or generate inaccuracies, errors, may not complete the tasks and may not be suitable for your purposes. It is your responsibility to review the completeness and accuracy of all outputs and results generated from the Portal.

Terms of Use

(Effective starting: October 2022)

Welcome to PwC’s Digital Business Portal.

You have been given access to the Portal either because you have subscribed for its usage (whether on free-trial or paid subscription basis) or because you are granted a limited subscription pursuant to your engagement contract with PwC or other PwC Firm.

Please read the following Terms carefully as it governs your access to and use of the Portal (whether on free-trial or paid subscription basis) and any and all related software, platforms, materials, information and documents which are owned by PwC or its licensor.

By accessing and using the Portal (under your Subscription as updated from time to time), you signify your consent to these Terms. If you do not accept the Terms in entirety, do not use the Portal, and inform us to cancel your Subscription.

1 User Account

1.1 In order to access and use the Portal, you must create an account (by filling in our registration form) or otherwise have obtained from PwC an account (both a “User Account”). In filling our registration form (if applicable), you warrant that (a) you are over 18 years of age, and (b) you have provided true, accurate, current and complete information about yourself or the entity you represent. This is to enable us conduct our conflict and auditor independence clearance. Please promptly alert us to any change of the information supplied.

1.2 Where you sign up for an account, or otherwise access and use the Portal on behalf of your employer or another entity/entities, you are deemed (i) to represent and to have the authority to act on behalf of that/those entity/entities for whom you access and use the Portal and (ii) to have agreed to these Terms on its/their behalf; and accordingly “you” shall refer to your employer/ that entity/ those entities, or if that does not apply, you individually.

1.3 Your username and password are non-transferable from and personal to you, for which you must keep them secure and confidential. You must immediately notify us of any unauthorized use of your password or when it becomes known to anyone other than you, or any other breach of security, or any required change of access. You are responsible for all use of the Portal made using your username and password, regardless of the identity of the person making such use, and PwC or its licensor does not accept any liability in connection with any unauthorised access to or use of the Portal.

2 Grant of Access

2.1 Subject to these Terms and during the applicable Subscription Period, you may access and use the Portal, and download and use the applicable Outputs to the extent permitted under your Subscription. The rights granted in this section are non-exclusive, non-sublicensable and non-transferable. We reserve the right, at our sole discretion, to change, modify, add, remove or terminate this right at any time for any reason. Your continued use of the Portal following the posting of changes will be treated as your acceptance of the changes.

2.2 At any time during your Subscription Period, you may update your Subscription to cover additional Modules of the Portal not previously covered by your existing Subscription. You acknowledge and agree that these Terms (as modified from time to time) will automatically apply to your Subscription as updated.

3 Usage Limitations

3.1 Limitation – Unless otherwise agreed by PwC in writing, the Portal, Outputs and contents therein are only for your lawful internal business purpose, and not for commercial exploitation. You shall only use them in accordance with these Terms, any instructions and assumptions stated in the Portal or provided by PwC from time to time, and all laws and regulations related to their use and receipt (including anti-bribery, anti-corruption, data protection, sanctions and export laws and regulations), and during the respective Subscription Period.

3.2 Restrictions – Unless otherwise agreed by PwC in writing or explicitly permitted under these Terms, you must not and must not permit any third party to:-

(a) copy, modify, adapt, reproduce, create derivative works from, decompile, decipher, disassemble, reverse engineer, or otherwise decrypt, republish, distribute, transmit, display, sell, rent, lease, loan, sublicense, or otherwise make available in any form or by any means, all or any portion of (i) the Portal, (ii) any Outputs for commercial exploitation or distribution, (iii) the underlying data, platform, software, system or computer programs used to operate the Portal, except to the extent as permitted by non-excludable laws;

(b) use the Portal or any Outputs or extract anything from any of them to develop, or as a component of, any information, storage and retrieval system, database, information base or similar resource or other software, product or services, that is offered for commercial exploitation or distribution of any kind;

(c) gain, or grant to a third party, unauthorized access to any materials (other than authorized under your Subscription), or to the Portal and/or the computer system/ networks on which the Portal is hosted, or attempt to do any of the foregoing;

(d) include or refer to the Portal or any contents thereon, or our name or logo in a public document, or make any public statement about us or the Portal or any contents thereon;

(e) without our prior consent conduct surveys, contests, or pyramid schemes, or promote or advertise our Portal and/or Services;

(f) upload, input, transmit or otherwise make available anything into the Portal or any part thereof, or otherwise do anything that: (i) is or likely to be unauthorised or in violation of any applicable law; or (ii) is or may be perceived as infringing, defamatory, misleading, offensive, or inappropriate (for example transmitting files that may damage another’s computing devices or software); or (iii) may damage the reputation of PwC or other PwC Firms; or (iv) is or may breach the intellectual property rights, confidentiality, privacy or other rights or interests of PwC or its licensor(s) or anyone else;

(g) log-in, access or use the Portal and/or Outputs (or any portion thereof), through or on any unsuitable system, or by any means other than our publicly supported interfaces (e.g. any third-party software, plug-in, add-on, mirror sites, tools or systems that are not developed or authorized by PwC/ any automated bots, software, engines, crawlers, scrapers, data mining tools or the like), or otherwise to integrate or inter-operate the Portal and/or Outputs with other software, hardware or data you use or licence without obtaining any necessary permits, consents or licences;

(h) probe, scan or test the vulnerability of the computer system/ networks on which the Portal is hosted;

(i) forge any TCP/IP packer header or any part of the header information in any email, or send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”;

(j) remove, modify, obscure or alter any program markings, proprietary notices or disclaimers in or on the Portal (or any part thereof).

3.3 to monitor your Use – We will have the unrestricted right, but not the obligation, to monitor your use of the Portal to monitor adherence to or enforce these Terms. If we receive a complaint relating to your use of the Portal, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any Subscription involved, and/or remove your Data from our servers.

3.4Your Indemnity - To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party’s option), indemnify and hold PwC, other PwC Firms, and their respective directors and employees harmless from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) and expenses in connection with any claim arising out of or in connection with (i) your use of the Portal or (ii) use of the Portal by other third party who is given or gains access to the Portal through your action or omission or (iii) any Data you posted or submitted on the Portal.

4 No Legal or Tax Advice

The following Clauses 4.1 to 4.3 do not apply to your Subscription for these Module(s): Corporate Services Module (Private Companies), and Payroll Module and Profit Tax Module.

4.1 Information and contents on Portal and Outputs are provided for informational purposes as general reference, and relate only to generic issues and ideas. They do not constitute legal, accounting, tax, assurance or other professional advice, and should not be used or be treated or deemed as a replacement or substitute for consultation with professional accounting, tax, legal or other competent advisers. Before making any decision or taking or refraining from any action, you should seek relevant professional advice. All our professional advice and services shall be subject to separate agreement and charges.

4.2 The application and impact of laws can widely vary based on the specific facts involved. Given the changing nature of laws, rules and regulations, and inherent hazards of electronic communication, PwC is not responsible for any errors or omissions in the information and contents on the Portal and Outputs. In no event will PwC or its suppliers or subcontractors or any PwC Individuals (defined in Clause 10.5) be liable to you or anyone else for any acts/decision made or taken in reliance on any information, materials and/or data generated from, contained in, or by implication omitted from our Portal.

4.3 PwC does not warrant that the Portal, Outputs or any contents/information thereon will ensure your compliance with any particular laws or regulations. In particular, where you represent a company governed by the Companies Ordinance (Chapter 622, Laws of Hong Kong), you remain fully responsible for verifying the accuracy of and timely filing all applicable documents to the appropriate authorities in Hong Kong (for example, annual returns and notices of assessment). PwC will not be responsible or liable for filing the same, any late filing, or giving you reminders of filing.

4.4 Certain links in the Portal connect to other websites maintained by third parties over whom PwC has no control. PwC makes no representations as to the accuracy or any other aspect of information contained in other websites.

5 Subscription and Payment

5.1 Free trial – Where you apply for (or update your Subscription to include) a free-trial Subscription of certain Modules, you can use and evaluate those Modules under the defined trial usage conditions for their respective free-trial period as stipulated on the Portal (or otherwise informed by PwC in writing). Unless you terminate your free-trial Subscription for those Modules with written notice five (5) days before the expiry of their respective free-trial period, you will be deemed to have subscribed those Modules on paid subscription basis and be billed for the relevant Subscription Fee on the day following the expiry date and (if Clause 5.4 applies) thereafter at the start of each subsequent Subscription Period. We will use our reasonable endeavor to remind you fourteen (14) days before the expiry of free-trial period.

5.2 Subscription granted per engagement contract - Where you are granted a limited Subscription to access certain Module(s) pursuant to your engagement contract with PwC or other PwC Firm, you may use the Portal to access those Module(s) for the respective Subscription Period(s) as stipulated in your engagement contract. Upon the expiry of the last prevailing Subscription of Module(s), you will no longer have access to the Portal, unless you have prior to the expiry updated your Subscription to include additional Module not previously covered in the Subscription as granted to you pursuant to your engagement contract with PwC or other PwC Firm.

5.3 Subscription & Payment – This clause applies unless for free-trial usage under Clause 5.1 above or for Subscriptions granted pursuant to your engagement contract with PwC or other PwC Firm. Your Subscription for Module(s) are offered at a Subscription Fee for the relevant Subscription Period. You shall timely pay us or our billing entity the Subscription Fee, as well as Subscription Fee for any unauthorised use of the Modules, being an amount equal to the fees which we or our billing entity would have charged had we licensed any such unauthorised use on the date when it commenced. The Subscription Fee is net of all taxes, including service tax, withholding tax, turnover taxes, that are due. You are responsible for payment of all taxes and duties (including turnover taxes). Unless otherwise stated in these Terms, all fees paid are non-refundable.

5.4 Renewals – Unless you terminate your Subscription for specific Module(s) with written notice five (5) days before the expiry of the current Subscription Period for that Module(s), your Subscription for that Module(s) will automatically renew for another term(s) equal to its Subscription Period. We or our billing entity will continue invoicing you in accordance with the then effective Fee Schedule until your Subscription for that Module(s) is duly terminated. Terminating your Subscription for that Module(s) in the manner stipulated only means that you will not be charged for the next respective Subscription Period. This Clause does not apply to Subscription for (1) Module(s) stated on the Portal to be available only for a fixed non-renewable Subscription Period, and (2) Module(s) granted on a fixed non-renewable basis pursuant to your engagement contract with PwC or other PwC Firm.

5.5 Our Invoices – Invoice for Subscription Fee will be issued at the time when your paid-subscription begins, and (if Clause 5.4 applies) thereafter at the start of each subsequent Subscription Period, in accordance with the Fee Schedule which may be reviewed on a yearly basis and remains in force until revised. If the revised Fee Schedule takes effect during your then-current Subscription Period, the said change will only apply to your next Subscription Period. All invoices from us or our billing entity will be sent by email to your Billing Contact. All invoices will be due within thirty (30) days from the date of invoice.

5.6 Late or Non-Payment – In the event of non-payment or late payment of any invoice, without prejudice to any rights and remedies that PwC may have, PwC shall have the right to temporarily suspend or terminate your Subscription, your access and use of the Portal.

6 Downtime, Suspension and Security

If you subscribe for Corporate Service Level 2, you will be subject to this Clause 6, in addition to other clauses in these Terms.

6.1 Hosting – We may use third parties to host or provide all or parts of Portal and Outputs. To the extent we engage such third parties, you agree that all restrictions in these Terms regarding access to and use of the Portal and Outputs also apply to accessing and using any platform provided by such third party service provider.

6.2 Suspension – Without limiting any of our other rights and remedies, we may suspend your use of or access to the Portal from time to time: (i) to perform routine or emergency maintenance; (ii) to implement changes and upgrades to the Portal; (iii) to mitigate issues caused by any acts or omissions of third parties or issues with any internet infrastructure; (iv) if the Portal is, in our opinion, being misused; (v) if you have violated these Terms or any of the limitations and restrictions set forth herein; (vi) as requested by a law enforcement agency, government agency or other authority; (vii) if you fail to make timely payment in accordance with Clause 5; or (viii) the hosting environment of our third party service provider becomes unavailable to us or to you for any reason. Any such downtime will be limited to the minimum extent necessary in the circumstances, as determined by us.

6.3 Availability – We make no guarantee that the Portal will be accessible or usable at any given time or that access to it will be continuous, uninterrupted, or error free. We accept no liability for any consequences in connection with the Portal being unavailable. We may provide you with details of availability targets applying to the Portal from time to time, which are subject to change and are not contractually binding. Any such availability targets: (i) refer to access to the Portal over the internet and do not apply to your own access to the internet for which you are responsible; and (ii) exclude any periods of downtime described in Clause 6.2 above. You are responsible for having adequate systems, software and internet access that meets our minimum requirements notified from time to time in order to use the Portal.

7 Inputting your Data

Where your Subscription allows you to input data or information into the Portal (“Data”), you will be subject to this Clause 7, in addition to other clauses in these Terms.

7.1 Inputting Data – In relation to the Data, you shall comply with all applicable laws and regulations (including data protection laws and regulations). You warrant that you have the right to input Data into and use it with the Portal, and will not input any Data the content of which is prohibited by applicable laws and regulations. You shall ensure that all Data is accurate, complete and not misleading. We will rely on your Data input to provide the Outputs and will not verify it in any way.

7.2 Personal Data – If your Data includes personal data, you agree that we may process and transfer your personal data to other PwC Firms, our suppliers and subcontractors (who may be located in other territories) for the purposes of (i) providing the Outputs and Portal, (ii) maintaining our operations or client relationship management systems, (iii) quality and risk management reviews, or (iv) providing you with information about us and our range of services. Full details of how we process personal data can be found in our privacy statements you may access via this Portal.

7.3 Storage of Data & Outputs – We do not provide data storage service, and our Portal is not intended and shall not be treated as your permanent or exclusive repository for your Data or the Outputs. As such, you shall always contemporaneously keep at your premises a full set of identical Data and Outputs. This means you are responsible for keeping originals of the Data, downloading Outputs once generated, and maintaining copies of Outputs at your premises from time to time, including before your Subscription Period terminates or expires. We expressly exclude liability for loss of data or Outputs howsoever caused.

7.4 Deletion of Data – During the Subscription Period, you may request us to delete your Data stored on the specific Modules of the Portal (if any). We will use commercially reasonable efforts to comply with such request, and you will reimburse us for any associated costs and expenses. You acknowledge and agree that some residual Data may remain in backup files, deletion logs and similar materials despite deletion efforts. We will not be responsible or liable to you or other third party for any deletion of, or termination of access to, your Data following expiration or termination of the Subscription Period.

7.5 Data transfers – The servers used to make the Portal available may be located in a jurisdiction outside your jurisdiction. By inputting Data into the Portal, you warrant that you comply with all applicable laws and regulations in relation to any transfer of Data outside of your jurisdiction, including conducting any filings/applications and security assessments and obtaining sufficient authorisation, consent or approval in relation to the transfer.

7.6 Viruses – You and we will use standard, commercially-available virus-checking software in relation to any data, files or output accessible using the Portal. You and we confirm all reasonably appropriate technical and organisational security measures are in place in respect of the information held in the Portal. We give no representation or warranty that the Portal or Outputs will be free from viruses or other harmful components.

7.7 Data use – Provided that we comply with our confidentiality obligations and subject to Clause 7.2, you agree that we may use any of your Data, information, comment or suggestion (including identifying errors and potential improvements) obtained from your use of the Portal or supplied by you, or anyone else working with or for you for the purposes of operating and improving the Portal.

7.8 Materials – We may retain copies of all materials relevant to the provision of the Portal, including any materials given to us by you or on your behalf, for as long as we are permitted by law to do so.

8 Intellectual property

8.1 Ownership and use of PwC Materials – We (or our licensors) own all rights, title and interest 。 (including all intellectual property rights) in and to the Portal (including Modules) and any information/ materials/contents provided by us therein (altogether “PwC Materials”). You will have a non-exclusive, non-transferable right to use PwC Materials to the extent permitted under your Subscription (and if Output is provided, only use PwC Materials as included in the Output and only as part of the Output) for your lawful internal business purpose in accordance with these Terms.

8.2 Ownership and use of Your Materials – You will own all rights, title and interest (including all intellectual property rights) in and to your Data, and the Outputs generated by you through the use of the Portal as permitted by these Terms but exclusive of PwC Materials (“Your Materials”). You hereby grant us a non-exclusive, royalty-free license to use any of Your Materials but only in connection with providing and improving the Portal.

9 Confidentiality

9.1 Confidential information – We and you agree to use the other’s confidential information as obtained via the Portal only in relation to providing the Output or the performance of its obligations under these Terms, and not to disclose it except where required by law or regulation or by a professional body of which we are a member. However, we may give your confidential information to other PwC Firms, our suppliers and subcontractors as long as they are bound by confidentiality obligations, and to the extent it is not prohibited by applicable law. The Portal, the username and password of your User Account are amongst our confidential information.

9.2 Referring to you – We may refer to you (for example as a customer and user of the Portal) and the nature of the Portal for marketing purposes. You agree that we may do so, as long as we do not disclose your confidential information.

10 Liability

10.1 Exclusion of warranties – The Portal, Outputs, PwC Materials and all information and contents therein are provided “as is” and “as available” with no guarantee or representation of accuracy, adequacy, timeliness or completeness, and without warranties of any kind (whether expressed, implied or otherwise) to the maximum extent permitted by applicable law. Without limiting the generality of the foregoing, we do not warrant that any or all of the Portal, Outputs, PwC Materials or any information or contents therein will: (i) be appropriate to any matters to your situation, (ii) be fit for any particular purpose or your business; (iii) be non-infringing or free of errors or defects, or operate securely, continuously or in an uninterrupted manner; or (iv) result in your compliance with laws, rules or regulations of any government or regulatory authority.

10.2 Portal selection & Input/ Output verification – You acknowledge that the Portal in undertaking the automated tasks set for it may contain and/or generate inaccuracies, errors, and may not be suitable for your purposes. You accept responsibility for (i) your selection of the Portal to achieve your intended results and (ii) verifying the completeness and accuracy of your Data input into and Outputs generated from the Portal.

10.3 Liability cap – TO THE FULLEST EXTENT PERMITTED BY LAW, OUR LIABILITY FOR ALL CLAIMS, LOSSES OR DAMAGES ARISING IN RELATION TO ANY AND ALL OF THE PORTAL, OUTPUTS, PWC MATERIALS OR THESE TERMS, AS A RESULT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED TO THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAYABLE BY YOU IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO THE LIABILITY. NOTHING IN THESE TERMS WILL LIMIT OUR LIABILITY WHERE WE ARE FINALLY DETERMINED TO HAVE ENGAGED IN WILFUL MISCONDUCT OR FRAUDULENT BEHAVIOR.

10.4 Specific types of loss – TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS, DAMAGES OR EXPENSES, NOT DIRECTLY CAUSED BY OUR WRONGDOING (INCLUDING LOSS OF PROFITS, GOODWILL OR BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OR UNAVAILABILITY OF DATA, FAILURE TO REALISE ANTICIPATED SAVINGS OR BENEFITS, OR OTHER INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES) ARISING IN ANY WAY IN RELATION TO ANY OR ALL OF THE PORTAL, OUTPUTS, PWC MATERIALS, OR THESE TERMS.

10.5 Restriction on claims – You shall not (and shall ensure your users and Affiliates will not) bring any claim (including negligence) against (i) other PwC Firms, (ii) partners, principals or employees of PwC or other PwC Firms (“PwC Individuals”), or (iii) our suppliers or subcontractors in connection with any or all of the Portal, Outputs, PwC Materials and these Terms. Any claims should be made against PwC only.

10.6 Benefit of Clause 10.5 – Clause 10.5 is for the benefit of other PwC Firms, PwC Individuals, our suppliers and subcontractors. You agree that other PwC Firms, PwC Individuals, our suppliers and subcontractors may each rely on Clause 10.5 as if they were a party to these Terms. Each other PwC Firms, PwC Individuals, our suppliers and subcontractors that assists in providing the Portal, Outputs, and/or PwC Materials relies on the protection in Clause 10.5 and we accept its benefit on their behalf.

10.7 Proportionality – The amount of our liability (if any) shall be limited to that proportion of the total damage, after taking into account the responsibility of all who contribute to your loss.

10.8 Sharing of limit – Where we agree in writing to accept liability to more than one party, the limit on our liability in Clause 10.3 will be shared between them, and it is up to those parties how they share it.

10.9 No double recovery – Nothing in these Terms is intended to confer or impose upon any party a duplicative right, entitlement, obligation, or recovery with respect to any matter arising out of the same facts and circumstances.

10.10 Liability to you alone – We accept no liability to anyone, other than you, in connection with any or all of the Portal, Outputs, or PwC Materials. You agree to reimburse us, other PwC Firms, PwC Individuals, and our suppliers and subcontractors for any liability (including legal costs) that we or they incur in connection with any claim by anyone else in relation to your use of any of the Portal, Outputs, or PwC Materials or arising from your breach of these Terms. Your obligation to reimburse will not apply to the extent such claim or action is finally determined to have resulted from fraud or wilful misconduct by us, other PwC Firms, PwC Individuals, our suppliers or subcontractors.

10.11 Open source software – The Portal may include or rely on certain open source software components, which are provided on an “as is” basis. Notwithstanding any other provision of the Terms, your use of the open source software is governed exclusively by the terms applicable to the open source software and not these Terms.

11 Termination

11.1 Term - These Terms are effective as of the date you first click “I agree”, and will continue until the expiry of the Subscription Period of the last prevailing Subscription of Module(s) (unless earlier terminated).

11.2 Termination for Convenience – You may choose to terminate your Subscriptions of any or all Modules without cause upon giving us five (5) days’ prior written notice. PwC may terminate your Subscription of any and all Modules without cause within 24 hours prior written notice. Termination under this Clause is without penalty or liability.

11.3 Termination of Subscription – Notwithstanding Clause 11.2, we may terminate or limit your Subscription of any or all Modules immediately by giving written notice (i) if you violate our and/or our licensors’ intellectual property rights, or (ii) if you breach, or causes us to breach, any applicable terms and conditions of our third party service provider (if any), or (iii) upon the occurrence of any event that, in our sole and absolute judgment, causes or would likely to cause us or any other PwC Firms to be under a conflict of interest or not to be independent as required under any applicable laws, rules or regulations, or any regulatory guidance, professional standards or self-regulatory organization rules or policies relating to auditor independence, in each case as in effect from time to time.

11.4 Fees payable on termination – You agree to pay us or our billing entity all fees then due and owing in accordance with the Fee Schedule at the date of termination or suspension of Subscription for any or all Modules.

11.5 Cessation of use– At the end of or termination of your Subscription for any Module(s), you will immediately cease accessing and using the relevant Module(s). We may disable access and use with immediate effect. Subject to any relevant laws, we may destroy or otherwise dispose of any of your Data and Outputs we have in our possession for the relevant Module(s) which Subscription has ended or terminated.

11.6 Survival – The provisions of these Terms which expressly or by implication are intended to survive the end or termination of your Subscription will survive and continue to bind the parties.

12 General

12.1 Performing services for others – Provided we do not disclose your confidential information and we comply with our ethical obligations, you agree that we may provide PwC Materials and perform services for other parties whose interests may conflict or compete with yours.

12.2 Subcontractors – We may use other PwC Firms (each of which is a separate and independent legal entity), suppliers or subcontractors to provide the Portal and any contents thereon. We remain solely responsible for the Portal and contents thereon.

12.3 Entire agreement – These Terms form the entire agreement between you and us relating to the Portal, Outputs and PwC Materials. It replaces and supersedes any previous proposals, understanding, correspondence, agreements or other communications, whether written or oral.

12.4 Modifications – We may update these Terms at any time by publishing an updated version here, and stating the last revision date at the top of this page. The new Terms will apply from that revision date. Your continued use of the Portal following the posting of the new Terms will be treated as your acceptance of the new Terms.

12.5 Severability – If any clause of these Terms or part thereof, is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable, then that clause or part will be severed from the remainder of these Terms, which will continue to be valid and enforceable to the fullest extent permitted by law.

12.6 Waiver – If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

12.7 Independence – You and we will cooperate regarding your and our audit independence requirements. You will notify us as soon as you are permitted by law to do so of any proposed change that you believe is likely to occur (for instance in your group structure, or in relation to individuals that have significant influence over you) that could result in the relationship between you and us not being permitted under any audit independence rule or regulation. If we are no longer permitted to provide you the access to Portal because of auditor independence regulations, we reserve the right to vary your Subscription to ensure that such regulations are not breached or, where necessary, to terminate your Subscription.

12.8 SEC Prohibitions – Nothing in these Terms applies to the extent that it is prohibited by the rules of the US Securities and Exchange Commission.

12.9 Assignment – No party may assign or deal with its rights under these Terms without the other's prior written consent. Notwithstanding the foregoing, we may, without your consent, assign, transfer, novate, delegate or otherwise dispose of (whether voluntarily or involuntarily, or by operation of law or otherwise) these Terms and our rights and obligations hereunder (whether in whole or in part), to any other PwC Firms. In the event of any such assignment or transfer of our obligations, you agree to release us (i.e. transferor) from any of our obligations under this Agreement, provided that the relevant transferee agrees to assume any and all such obligations.

12.10 Electronic Communication – Communication between you and us will be done electronically. However, the electronic . transmission of information cannot be guaranteed to be secure or error free and such information could arrive late or incomplete, be intercepted, corrupted, lost, destroyed or otherwise be adversely affected or unsafe to use. Accordingly, each party accepts the limitations of electronic communication, and will use reasonable procedures to protect its information technology systems including implementing reasonable procedures to check for the then most commonly known viruses before sending information electronically and guard against unauthorised interception, access, use, corruption, loss or delay of electronic communications.

12.11 Matters beyond reasonable control – No party will be liable to another if it fails to meet its obligations due to matters beyond their reasonable control.

12.12 Third party rights – Except as set out in Clauses 10.5 and 10.6, the Contracts (Rights of Third Parties) Ordinance (Cap. 623) shall not under any circumstances apply to these Terms. Any rights conferred on third parties by these Terms exclude the right to assign, and their consent is not required to rescind or vary any of these Terms.

12.13 Governing Law and Dispute Resolution – Hong Kong law will govern these Terms. If a dispute arises, the parties will attempt to resolve it by discussion, negotiation and mediation before commencing legal proceedings. The Hong Kong courts will have exclusive jurisdiction over any dispute, whether contractual or non-contractual.

13 Definitions

13.1 “Affiliates” means your group member, including your subsidiaries, associated companies and any holding company, both while they are a group member and thereafter.

13.2 “Billing Contact” means the contact against which we will invoice the Subscription Fee.

13.3 “Fee Schedule” means the information relating to Subscriptions and billing set out on PwC subscriptions and billing pages on PwC’s website ( https://www.pwchk.com/en/services/tax/digital-business-portal.html) or any other website notified by PwC (which may be updated or amended by PwC from time to time), or (where you are granted a Subscription of Module(s) pursuant to your engagement contract with PwC or other PwC Firm) means the fee for Subscriptions stipulated in that engagement contract.

13.4 “other PwC Firm” means any firm, entity or partnership within the worldwide network of PwC or PricewaterhouseCoopers firms and entities, each of which is a separate and independent legal entity.

13.5 “Outputs” means any reports, documents, or other materials generated by you using the Modules (if available and permitted under your Subscription), but exclusive of PwC Materials.

13.6 “PwC” means PricewaterhouseCoopers Limited, incorporated in Hong Kong.

13.7 “Portal” means the Digital Business Portal on which certain Module(s) are made available to you based on your Subscription (as updated from time to time), accessible by logging in with the username and password we provided. Portal is exclusive of the Outputs as well as Your Materials (defined in Clause 8.2) and Data. For the purpose of these Terms, Portal includes Modules.

13.8 “Module” means the module/ course/ part/ section separately offered on the Portal for you to subscribe or otherwise granted to you by PwC pursuant to your engagement contract with PwC or other PwC Firm.

13.9 “Subscription” means your subscription to use certain Module(s), whether applied by you (free-trial or paid subscription basis) or granted to you by PwC or other PwC Firm pursuant to its engagement contract. Scope of Subscription will be (A) as stated in the engagement letter (if subscription is granted pursuant to your engagement contract with PwC or other PwC Firm), (B) the Module(s) you subscribed for, and/or (C) the Module(s) you updated your Subscription to include from time to time.

13.10 “Subscription Fee” means the fee (excluding any taxes and duties) payable by you for your Subscription of or otherwise use of each Module(s) in each Subscription Period in accordance with the Fee Schedule.

13.11 “Subscription Period” means the respective period of your Subscription for specific Module(s). Where you are granted a Subscription of Module(s) pursuant to your engagement contract with PwC or other PwC Firm, the Subscription Period for those Module(s) will be the respective period as stated in your engagement contract (which may be renewed per Clause 5.4 above unless stated to be non-renewable in the engagement contract). Where you otherwise apply Subscription for (or update your Subscription to include) a Module, the Subscription Period for that Module is as stated in the Portal or otherwise informed by PwC (which may be renewed per Clause 5.4 above).

13.12 “Terms” means these Terms of Use.

13.13 “we” or “us” or “our” means PwC or (as the context expressly provides for) any other PwC Firms.

13.14 “you” means the person who accesses or registers to use the Portal and where the context permits, includes any entity on whose behalf that person accesses or registers to use the Portal. “Your” has a corresponding meaning.

Privacy statement

(Effective starting:01 October 2019)

1. Introduction

PricewaterhouseCoopers ("PwC", "we", "us", or "our") is strongly committed to protecting personal information. For meaning of terms used in this privacy statement, please refer to the Definitions Section. This privacy statement relates only to this Site (“the Site”). It does not relate to other products, services or sites of PwC or any other party. This privacy statement describes why and how PwC process personal data and provides information about individuals’ rights in relation to personal data. We may use the personal information provided through this Site for any of the reasons set out in this privacy statement.

This privacy statement applies to personal data provided to us by you. When collecting and using personal data our policy is to only collect what we need and to be transparent about why and how we process personal data. We may use personal data provided to us for any of the purposes described in this privacy statement or as otherwise stated at the point of collection.

PwC Employees:

You have been given access to this Site solely in connection with your role at a PwC Member Firm.

PwC client or PwC client’s employees or authorized users:

You have been given access to this Site because you are a client of PwC or an employee of a client of PwC (our Subscriber to the Site), and your employer has asked for you to be provided access in order for PwC to render services on it.

2. Definitions

In this privacy statement, we use the following terms:

This Site refers to Digital Business Portal and all our services provided through this Portal which may be updated from time to time

Personal data or personal information refers to any information or data (in a form in which access to or processing is practicable) relating directly or indirectly to a living or natural individual from which independently or in combination with other information it is practicable for the identity of the individual to be directly or indirectly ascertained or for the activity of the natural person to be directly or indirectly ascertained.

Processing means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, transferring, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. We process personal data in this Site for numerous purposes, as set out below.

PwC, we, us and our refer to the PwC network and/or one or more of its member firms. Each member firm in the PwC network is a separate legal entity (PwC firm). Each member firm in the PwC Network is a separate legal entity. For a list of PwC firms see https://www.pwc.com/gx/en/about/corporate-governance/legal-entities.html. For countries and regions in which PwC firms operate see http://www.pwc.com/gx/en/about/office-locations.html.

3. Data controller information

The data controller of this Site is the entity with primary responsibility for the protection of personal information. The data controller of the personal information collected in connection with this Site is the PwC firm responsible for delivering products or services to you or your organization (e.g. your employer). With respect to this Site, the Data Controller for personal data is PwC IT Products (HK) Limited, the PwC Member Firm operating this application.

4. Collection of personal data

The main types of personal information PwC collects and holds relate to the contact details and organisational roles of users of this Site.

The categories of personal data processed by us in relation to this Site include the following:

Name
Job title
Email address
Name of Employer
Residential mailing address
Spouse’s job title and name of employer, required for auditor independence where applicable

You may also choose to provide additional information to us, for instance, as part of the registration process, register a user account, and/or create and update your user profile.

We do not intend to collect any sensitive and/or special category of personal information through this Site. Sensitive personal data and/or special category of personal data is defined under applicable data privacy laws and may cover information relating to, amongst other things, race, ethnicity, political opinions, religious or philosophical beliefs, biometric or genetic data when used to uniquely identify you, information about health or sexual life or sexual orientation.

We ask that you not provide sensitive and/or special category of personal information about yourself or anyone else via this Site. If you provide sensitive and/or special category of personal data through this Site, the act of doing so constitutes your explicit consent for us to collect and use that information for the purposes described in this privacy statement.

Should you provide personal data of other individuals, you warrant that you have informed him/her of the purpose(s) for which his/her personal data was provided and all other relevant arrangement described in this Statement relating to the processing and use of personal data, and that he/she has consented to such disclosure.

By using this Site and providing personal information to us, you acknowledge that you have read this privacy statement, and you consent to the terms of this privacy statement (including international transfers as set out in this privacy statement to countries outside where you are located).

If you do not agree with the terms in this privacy statement and have concerns about the categories of personal data we require from you, please do not provide any personal information to us without contacting us.

5. Use of Personal Data

When you provide personal information to us, we may use it for any of the purposes described in this Privacy Statement or as stated at the point of collection, including:

To provide the services requested by you or your organisation
To maintain the security of the services
o Authenticating the identity of users, authorising access to the Site (including preventing unauthorised access) and for other security-related purposes, including system monitoring.
To operate, administer, manage and improve the Site
o Administering the Site, troubleshooting issues and identifying areas of improvement.
To maintain our administrative or client relationship management systems
o Where you are a business contact of ours, we will include your business contact details on our administrative or client relationship management systems, contact you in relation to the services and we may send you other material relevant to your interests (provided we have appropriate permission from you to do this, as required by law).
To analyse how the Site and associated services perform
o We may analyse how the Site and associated services perform by reviewing the user data we capture.

6. Third Party Links

The Site may link to third party sites not controlled by PwC and which do not operate under PwC’s privacy practices. PwC assumes no responsibility for the information practices of these third- party sites that a user is able to access through ours.

When you link to third party sites, PwC privacy practices no longer apply. We encourage you to review each third party site's privacy policy before disclosing any personal information.

7. Our legal grounds for processing personal data

Applicable laws may require us to set out in this privacy statement the legal grounds on which we rely in order to process your personal information. In such cases, we rely on one or more of the following processing conditions:

our legitimate interests in the effective delivery of information and services to you and in the effective and lawful operation of our businesses and the legitimate interests of our clients in receiving professional services from us as part of running their organization (provided these do not interfere with your rights);
our legitimate interests in developing and improving our businesses, services and offerings and in developing new PwC technologies and offerings (provided these do not interfere with your rights);
to satisfy any requirement of law, regulation or professional body of which we are a member (for example, for some of our services, we have a legal obligation to provide the service in a certain way); or
to perform our obligations under a contractual arrangement with you.

8. Transfers of personal data

PwC is a global network with Member Firms and third party service providers located around the world. If we process your personal information, your personal information may be transmitted and stored outside the country or region where you are located. PwC Member Firms, our service providers and sub-processors they engage may use servers and other resources in various countries and territories to process your information. This includes countries outside the European Economic Area (EEA) and countries that do not have laws that provide specific protection for personal information.

Where we collect your personal information within the European Economic Area, transfer outside the European Economic Area will be only:

to a recipient located in a country which provides an adequate level of protection for your personal information; and/or
under an agreement which satisfies EU requirements for the transfer of personal data to data processors or data controllers outside the EEA, such as standard contractual clauses approved by the European Commission.

The US member firm of PwC, PricewaterhouseCoopers LLP and its affiliated US subsidiaries (together, “PwC US”), adheres to the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use and retention of personal information that is transferred from the European Union and its Member States, and the EEA and Switzerland to the United States. PwC US has certified that it adheres to the Privacy Shield Principles within the scope of PwC US’s Privacy Shield certification. To learn more, see
https://www.pwc.com/us/en/site/privacy-shield.html

Your personal data may be transferred to, processed by and stored with, the following classes of transferees/categories of recipients for the purposes as described in this Privacy Statement.

Recipients of personal data: other PwC Member Firms

We may share personal data with other PwC member firms where necessary in connection with the purposes described in this privacy statement. For example, when providing professional services to a client we may share personal information with PwC Member Firms in different territories that are involved in providing services to that client.

Recipients of personal data: Third Party Providers

We may transfer or disclose the personal data we collect to third party contractors, subcontractors, and/or their subsidiaries and affiliates. Third parties support the PwC Network in providing its services and help provide, run and manage IT systems. Examples of third party contractors we use are providers of identity management, website hosting and management, data analysis, data backup, security and cloud storage services. The servers powering and facilitating our IT infrastructure are located in secure data centres around the world, and personal data may be stored in any one of them.

The third party providers may use their own third party subcontractors that have access to personal data (sub-processors). It is our policy to use only third party providers that are bound to maintain appropriate levels of security and confidentiality, to process personal information only as instructed by PwC, and to flow those same obligations down to their sub-processors.

Other recipients of personal data

We may also disclose personal information under the following circumstances:

with professional advisers, for example, auditors and law firms, as necessary to establish, exercise or defend our legal rights and obtain advice in connection with the running of our businesses. Personal data may be shared with these advisers as necessary in connection with the services they have been engaged to provide;
when explicitly requested by you;
when required to deliver publications or reference materials requested by you;
when required to facilitate conferences or events hosted by a third party or co-hosted with a third party;
when PwC is involved in a merger, acquisition, or sale of all or a portion of its assets; and/or
with law enforcement or other government and regulatory agencies or with other third parties as required by, and in accordance with, applicable law and regulation. Occasionally, we may receive requests from third parties with authority to obtain disclosure of personal data, such as to check that we are complying with applicable law and regulation, to investigate an alleged crime or to establish, exercise or defend legal rights. We will only fulfil requests for personal data where we are permitted to do so in accordance with applicable law and regulation. This includes disclosures outside the country or region where you are located.

9. Security

We adhere to internationally recognised standards of technology and operational security in order to protect personal information from loss, misuse, alteration and destruction. Only authorised persons are provided access to personal information collected via this Site. These individuals have agreed to maintain the confidentiality of this information. We have a framework of policies and procedures in place covering data protection, confidentiality and security and regularly review the appropriateness of the measures we have in place to keep the data we hold secure.

Although we use appropriate security measures once we have received your personal data, the transmission of data over the internet (including by email) is never completely secure. We endeavor to protect personal data, but we cannot guarantee the security of data transmitted electronically over the Internet.

Where a personal information security incident arises, we shall respond to the incident, assess the likely impact of the incident, and take necessary actions to bring the incident under control. Where necessary, we will report to the appropriate authority and notify you of the incident as may be required under applicable laws and regulations.

10. Cookies

Cookies may be placed on your computer or device whenever you visit us online for PwC Services. Cookies are small text placed on our device that assist us in providing a more customised experience and to analyse your use of the Application. If you are concerned about cookies, most browsers permit individuals to decline cookies. In most cases, you can refuse a cookie, however some functionality may be impaired. You can always delete cookies if you wish via your browser’s setting.

11. Retention

It is our policy not to retain personal data longer than is necessary for the fulfilment of the purposes for which the data are to be used. We will retain personal information on our systems for as long as we need it, given the purposes for which it was collected, or as required to do so by law. Personal data may be held for longer periods where extended retention are agreed or are required by law or regulation or professional standards and in order to establish, exercise or defend our legal rights.

12. Children

We are committed to protecting children's privacy. Our applications are not intentionally designed for or directed at children, and our terms and conditions of use require all users to be above the age of majority in their local country.

13. Your legal rights in relation to your personal data

You may have certain rights under applicable laws in relation to the personal information we hold about you, including:

Right to request for copy of certain categories of personal information;
Right to update/correct your personal information which is inaccurate; and/or
Right to request deletion of your personal information.

If you are an individual based in the EEA and GDPR is applicable to PwC in providing the PwC Services in question, you may be entitled to additional rights.

14. Deactivate Your Account

Users of this Site may request their account be deactivated at any time by sending their request to hk_digital_business_portal@hk.pwc.con.

15. Contact Us

If you wish to submit a request to exercise your rights, under applicable privacy law, or have questions about how your information is handled at any time, or to make complaints, please send your request to our Privacy Team (https://www.pwchk.com/en/privacy-team-contact-form.html). When requested, and provided that it is practical and commercially feasible to comply with the request, we will respond to your request within the time required under applicable law.

16. Changes to this privacy statement

This privacy statement was effective on 1 October 2019

We may update this privacy statement at any time by publishing an updated version here. So you know when we make changes, we will amend the last revision date at the top of this page. The new modified privacy statement will apply from that revision date. Therefore, we encourage you to review this privacy statement periodically to be informed about how we are protecting your information.

Acknowledgement – Open Source Software

THE BELOW SETS FORTH ATTIRBUTION NOTICES AND LICENSE INFORMATION FOR THIRD PARTY/OPEN SOURCE SOFTWARE THAT MAY BE CONTAINED IN THIS PWC DIGITAL MAKER SOLUTION OR PORTIONS/COMPONENTS THEREOF (THE “SOLUTION”).

Bootstrap Table

The following software may be included in the product: Bootstrap Table. This software contains the following license and notice:

https://github.com/wenzhixin/bootstrap-table/blob/develop/LICENSE

MIT License

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

DocumentFormat.OpenXml

The following software may be included in the product: DocumentFormat.OpenXml. This software contains the following license and notice:

https://github.com/OfficeDev/Open-XML-SDK/blob/master/LICENSE

MIT License

ClosedXML

The following software may be included in the product: ClosedXML. This software contains the following license and notice:

https://github.com/ClosedXML/ClosedXML/blob/develop/LICENSE

MIT License

Unity Container

The following software may be included in the product: Unity Container. This software contains the following license and notice:

https://github.com/unitycontainer/container/blob/master/LICENSE

Apache License 2.0

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION 1. Definitions. "License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document. "Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License. "Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. "You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License. "Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files. "Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types. "Work" shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below). "Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof. "Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution." "Contributor" shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work. 2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form. 3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed. 4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions: (a) You must give any other recipients of the Work or Derivative Works a copy of this License; and (b) You must cause any modified files to carry prominent notices stating that You changed the files; and (c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and (d) If the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License. You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License. 5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions. 6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file. 7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License. 8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages. 9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability. END OF TERMS AND CONDITIONS APPENDIX: How to apply the Apache License to your work. To apply the Apache License to your work, attach the following boilerplate notice, with the fields enclosed by brackets "[]" replaced with your own identifying information. (Don't include the brackets!) The text should be enclosed in the appropriate comment syntax for the file format. We also recommend that a file or class name and description of purpose be included on the same "printed page" as the copyright notice for easier identification within third-party archives. Copyright [yyyy] [name of copyright owner] Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

log4net

The following software may be included in the product: log4net. This software contains the following license and notice:

https://github.com/apache/logging-log4net/blob/master/LICENSE

Apache License 2.0

Dapper

The following software may be included in the product: Dapper. This software contains the following license and notice:

https://github.com/StackExchange/Dapper/blob/master/License.txt

Apache License 2.0

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION 1. Definitions. "License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document. "Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License. "Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. "You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License. "Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files. "Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types. "Work" shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below). "Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof. "Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution." "Contributor" shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work. 2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form. 3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed. 4. Redistribution. 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MongoDB.Driver

The following software may be included in the product: MongoDB.Driver. This software contains the following license and notice:

https://github.com/mongodb/mongo-csharp-driver/blob/master/License.txt

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