RSM Collaborate User Terms and Conditions

This user agreement (this “Agreement”) sets forth the terms of use for access to RSM US LLP’s Client Portal (known as “RSM Collaborate”) and is entered into by RSM US LLP and its affiliates (collectively, “RSM”) and you (“Client”) upon the following terms and conditions:

1. Purpose.  RSM Collaborate is an internet site that RSM provides in order to permit easy electronic transfer of documents between Client and RSM, as well as Client access to certain documents that are created or maintained by RSM.

2. Security.  RSM will use commercially reasonable efforts to make RSM Collaborate secure from unauthorized access.  Documents are encrypted (using industry-standard tools) when sent over the web to and from RSM Collaborate.  However, Client recognizes that no completely secure system or electronic data storage transfer has yet been devised.  Therefore, RSM makes no warranty, express or implied, regarding the efficacy of the security of RSM Collaborate.  In addition, no warranty is given that RSM Collaborate or its content will be error-free, free of viruses, or uninterrupted.  RSM is not responsible for invalid destinations and transmission errors in, corruption of, or the security of information carried over telecommunications carriers’ or other providers’ facilities.

In the event that the security of RSM Collaborate is breached, RSM will notify Client, and RSM will take commercially reasonable measures to promptly determine the cause of the breach and to remediate it.

3. Login Accounts and Their Security.  RSM will set up each Client login account in order for Client’s users to access RSM Collaborate.  Client is responsible for maintaining an accurate list of its employees or other agents that have access to RSM Collaborate.  Client understands that it is responsible for all actions taken on RSM Collaborate by its employees or other agents.

4. Termination of Login Account.  Client is responsible for notifying RSM if a Client user no longer requires access to RSM Collaborate.  Should Client fail to provide RSM with such notification, Client understands that it will continue to be responsible for all actions taken by such Client user on RSM Collaborate.

5. No Unlawful or Prohibited Use.  Client is prohibited from (a) impairing the functioning of RSM Collaborate, (b) interfering with any other party’s use of RSM Collaborate, or (c) using RSM Collaborate to damage, disable, overburden, or interfere with RSM’s servers or network (or any other party’s servers or network).  Attempting to gain unauthorized access to RSM Collaborate is prohibited.  Client shall not attempt to disable or circumvent any security features on RSM Collaborate nor attempt to access or view materials of any other party.  Posting or transmitting any information or material (including, but not limited to, unlawful, threatening, defamatory, obscene, inflammatory, or pornographic material) that could constitute or encourage criminal conduct, give rise to civil liability, or otherwise violate any law is also prohibited.  

Should Client (or its employees or other agents) violate the terms of use under this Agreement or cause damages through its use of RSM Collaborate, RSM will not be held liable.

6.  Document Retention.  RSM Collaborate is considered a temporary repository and, therefore, all documents uploaded to RSM Collaborate can be removed at any time by the user or will be automatically removed within one (1) year of upload. Documents that are determined to be material to a client engagement may be saved in the approved RSM internal repository for a longer period. Such extended period of time would be based on regulatory requirements and/or client contractual agreements.

7. Term; Miscellaneous. This Agreement shall be in effect from the date of acceptance by Client and shall continue until terminated by either party.  This is the entire agreement between RSM and Client regarding the subject matter discussed herein. This Agreement does not modify or affect any existing or future engagement letter or agreement between RSM and Client.  This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, excluding its conflict of laws rules.