You agree that BDO USA, P.A. ("BDO") is providing you with access to the data, documents and other information on the portal (the "Portal Content") without any representation or warranty as to completeness, reliability or accuracy of the Portal Content. You further agree that the Portal Content is to be used solely by partners or employees of your firm and all such usage of the portal is: at your own risk; subject to your own professional judgment and in compliance with all laws, regulations and professional obligations that are applicable to you, your clients and other third parties. BDO reserves the right to terminate your access to the portal or right to use any of the Portal Content in any manner if you or your firm: violates these terms of use, breaches any agreement with BDO or its affiliated entities or ceases to be a member in good standing of an alliance program administered by BDO or one of its affiliated entities. At any time, BDO may modify these terms of use or discontinue or remove any Portal Content. You agree to indemnify, hold harmless and release BDO and its partners, employees, affiliates and agents from any and all claims, liabilities, costs or expenses (including without limitation, reasonable attorneys fees) that result from either your use or misuse of the portal or any information posted on the portal by you, and you further agree to maintain your login identification and password in confidence and not allow anyone access to the portal. You agree that the Portal Content provided by BDO is protected by intellectual property laws of the United States and other countries and that BDO shall have an unrestricted, perpetual, irrevocable, non-exclusive, transferable, worldwide and fully-paid license to utilize any Portal Content provided by you or your firm. Any disputes that may arise pursuant to these terms of use shall be resolved pursuant to the dispute resolution procedures set for in the Alliance Agreement entered into by and between your firm and BDO or one its affiliated entities.

All of the terms of use set forth above are fair and reasonable.