IF YOU ARE JOINING OR PARTICIPATING IN BDO’S AI EXECUTIVE COMMUNITY, PLEASE READ THE FOLLOWING TERMS CAREFULLY.

IF YOU ARE JOINING OR PARTICIPATING IN THE AI EXECUTIVE COMMUNITY AS A MEMBER, THIS BDO AI COMMUNITY EXECUTIVE MEMBERSHIP AGREEMENT, TOGETHER WITH THE BDO AI COMMUNITY WEBSITE TERMS OF USE SET OUT BELOW, GOVERNS YOUR PARTICIPATION IN THE BDO AI COMMUNITY AND USE OF THE RELATED WEBSITE, online platform, and content, features, webinars, events, and services, AND FORM A BINDING AGREEMENT BETWEEN YOU AND BDO.  IF YOU DO NOT AGREE TO BE SUBJECT TO AND COMPLY WITH THIS AGREEMENT, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE AI COMMUNITY AND THE SERVICES.

BY ACCESSING OR USING THE AI COMMUNITY, YOU AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, AND WAIVE YOUR RIGHT TO A JURY TRIAL, AS MORE FULLY SET FORTH IN SECTION 16 AND THE DISPUTE RESOLUTION POLICY ATTACHED BELOW.

BDO AI Community Executive Membership Agreement

(Version: April 30, 2026)

Agreement. This AI Community Executive Membership Agreement (this “Agreement”) is entered into between BDO USA, P.C., a Virginia professional corporation (“BDO”), and the individual accepting these terms (the “AI Community Member” or “you”) for participation in BDO’s AI Executive Community (the “AI Community”). If you are registering for, accessing, or paying for the AI Community on behalf of an organization, then (i) that organization is also a party to this Agreement (the “AI Community Member Organization”), (ii) you are accepting this Agreement both in your individual capacity and as an authorized representative of the AI Community Member Organization, and (iii) you represent and warrant that you have full power and authority to bind the AI Community Member Organization to this Agreement. References to “you” include the AI Community Member Organization, if applicable.

Acceptance. By clicking “I Agree” (or otherwise electronically accepting these terms) you agree to be bound by this Agreement (and you acknowledge that this acceptance has the same legal effect as a handwritten signature). The date of your acceptance is the “Effective Date.” Access to and participation in the AI Community are subject to (i) BDO’s admission of you and your organization as an AI Community member in BDO’s sole discretion and (ii) your ongoing compliance with this Agreement.

The AI Community.

Community Offering. The AI Community is a private, curated forum intended for business executives to discuss plans, questions, and experiences regarding the use of artificial intelligence within their organizations. In connection with the AI Community, BDO may make available, in its sole discretion, content, discussion forums, webinars, events, templates, tools, and other resources (collectively, excluding your AI Community Member Content, the “BDO Content”). BDO may add, remove, modify, or discontinue any aspect of the AI Community or the BDO Content at any time, with or without notice, and has no obligation to provide any particular content, feature, event, or level of participation by BDO personnel. The AI Community (including any forums, live sessions, or events) may be recorded or summarized by BDO for internal use and as part of the BDO Content.

AI Community Membership. AI Community membership is granted on a per-user basis to the individual AI Community Member, is non-transferable, and may not be shared. You may not (and may not permit any other person to) access the AI Community using your credentials or account. You are responsible for maintaining the confidentiality and security of your credentials and for all activity that occurs under your account (whether or not authorized by you). You will provide accurate, current registration information and promptly update it as needed. BDO may impose limits on access and participation (including limits tied to eligibility, role, geography, organization, or compliance considerations) in its sole discretion and may require re-verification of eligibility or remove AI Community Members at any time. AI Community membership does not include, and should not be interpreted as, consulting, professional services, or an engagement relationship with BDO.

No Professional Engagement. The AI Community and the BDO Content are provided for general informational and discussion purposes only. They do not constitute accounting, audit, tax, legal, investment, cybersecurity, or other professional advice, and are not a substitute for advice tailored to your specific circumstances. Participation in the AI Community does not create a client relationship, fiduciary relationship, or any other professional engagement relationship with BDO, and BDO does not assume any duties or obligations to you by virtue of your participation. You are solely responsible for how you use any information obtained through the AI Community, and BDO is not responsible for decisions made or actions taken in reliance on the AI Community or the BDO Content.

Code of Conduct. You will participate in a professional, respectful, and lawful manner and comply with the Terms of Use (the “Terms of Use”), all AI Community Guidelines, and rules and acceptable-use requirements made available by BDO from time to time.

Eligibility.

Eligibility Criteria. The AI Community is intended for business executives and senior leaders who have responsibility for, or active involvement in, artificial intelligence strategy, governance, risk management, technology, operations, compliance, or related functions within their organizations. BDO may establish, interpret, and revise eligibility criteria, participation requirements, and any related onboarding or verification process from time to time in its sole discretion, including based on role, organization type, geography, industry, regulatory considerations, or the composition and objectives of the AI Community.

Admission and Continued Participation in BDO’s Sole Discretion. Admission to the AI Community, and continued participation in the AI Community, are subject to BDO’s approval and ongoing discretion. BDO may deny, limit, condition, suspend, or revoke AI Community membership (and access to the AI Community and the BDO Content) at any time, including after acceptance, renewal, or payment, in each case in BDO’s sole discretion, with or without notice, and for any reason or no reason. Without limiting the foregoing, BDO may take such action if BDO determines that your participation (or the participation of your AI Community Member Organization) may adversely affect BDO’s independence, create an actual or potential conflict of interest, raise regulatory or compliance concerns, present reputational risk, or otherwise be inconsistent with BDO’s policies, professional obligations, or the purposes of the AI Community, or for violation of this Agreement or other agreements with BDO.

No Obligation to Disclose Details. BDO is not required to disclose the basis for any decision under this Section 4, including any decision based on independence, conflicts, regulatory, compliance, or reputational considerations, and you waive any right to require such disclosure as a condition to enforcement of BDO’s decision.

Membership Fee.

AI Community Membership Fees. BDO may charge a membership fee for the use of any portion of the AI Community (the “Membership Fee”). BDO will provide you with written notice (email being sufficient) before charging a Membership Fee.  Unless otherwise specified by BDO in writing, Membership Fees are billed annually in advance and are due and payable upon invoice (or at the time of online payment, if applicable). Membership Fees are non-cancelable and non-refundable except as expressly stated in this Agreement or as required by applicable law. BDO may suspend or terminate access to the AI Community (without liability) for any overdue Membership Fees. If you are registering or paying on behalf of an AI Community Member Organization, the AI Community Member Organization is responsible for all Membership Fees and any related charges incurred in connection with your membership.

Taxes. Membership Fees are exclusive of all applicable sales, use, value-added, withholding, excise, or similar taxes, duties, fees, and governmental assessments (collectively, “Taxes”). You (and the AI Community Member Organization, if applicable) are responsible for all Taxes associated with the Membership Fees , other than taxes on BDO’s net income. If BDO is required to collect or remit any Taxes, you will pay such Taxes in addition to the Membership Fees unless you provide BDO, in advance, with valid tax exemption documentation applicable to the Membership Fees.

Confidentiality.

Community Confidentiality. The AI Community is intended to be a private forum. You will treat (i) the BDO Content and (ii) all discussions, materials, communications, and information obtained through or in connection with the AI Community (including the identity, contact information, and statements of other participants) (collectively, “Community Confidential Information”) as confidential. You will use Community Confidential Information solely for your participation in the AI Community and for no other purpose, and you will not disclose Community Confidential Information to any third party without BDO’s prior written consent. You will protect Community Confidential Information using at least the same degree of care you use to protect your own confidential information of a similar nature, but in no event less than reasonable care. You will not copy, reproduce, screenshot, record, or redistribute Community Confidential Information except as reasonably necessary for your permitted use, and in all cases subject to the confidentiality obligations in this Section 6. You are responsible for any breach of this Section 6 caused by anyone to whom you provide access to Community Confidential Information.

Limitations. Notwithstanding Section 6(a), your obligations of confidentiality under this Section 6 do not apply to information that you can demonstrate by contemporaneous written records: (i) is or becomes publicly available through no breach of this Agreement by you or your representatives; (ii) is independently developed by you without use of, or reference to, Community Confidential Information; (iii) is rightfully received by you on a non-confidential basis from a third party without breach of any confidentiality obligation; or (iv) is approved for release in writing by BDO.

Required Disclosures. You may disclose Community Confidential Information to the extent required by law, regulation, court order, or governmental inquiry, provided that (to the extent legally permitted) you give BDO prompt written notice of the required disclosure and reasonably cooperate with BDO (at BDO’s expense) in seeking confidential treatment or a protective order. Any disclosure under this Section 6(c) will be limited to the minimum extent required, and you will use reasonable efforts to ensure the disclosed information remains confidential. BDO may disclose Community Confidential Information to the extent required by law, regulation, court order, governmental inquiry, or applicable professional standards, and BDO may also disclose Community Confidential Information to its affiliates, personnel, professional advisors, and service providers (including the Platform Provider, as defined below) that have a need to know in order to operate, support, protect, or enforce the AI Community or BDO’s rights, provided they are subject to confidentiality obligations consistent with this Section 6.

No Sensitive Disclosures. You will not upload, post, transmit, or otherwise disclose through the AI Community any confidential client information, regulated data, personal data beyond what is necessary for your participation, trade secrets, or other sensitive information (whether yours or a third party’s). You are solely responsible for ensuring that any AI Community Member Content you submit complies with all applicable confidentiality, privacy, contractual, and legal obligations, and that you have all necessary rights and permissions to submit such content. BDO may remove, redact, or restrict access to any AI Community Member Content at any time (without notice) if BDO determines, in its sole discretion, that such content may violate this Agreement or present legal, compliance, security, or reputational risk.

Remedies; Survival. You acknowledge that unauthorized use or disclosure of Community Confidential Information may cause irreparable harm for which monetary damages may be an insufficient remedy, and BDO may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity. Your obligations under this Section 6 will survive expiration or termination of this Agreement.

Conflicts and Independence Checks; De-Identification Participation.

Screening Trigger; Additional Time; No Obligation. If AI Community Member provides Identifying Information in connection with any interaction involving BDO personnel or BDO Content, or if BDO reasonably determines that an AI Community interaction could implicate BDO’s independence, conflicts, compliance, or reputational risk, BDO may require completion of conflicts and independence screening before responding further, facilitating introductions, enabling access to certain AI Community features, or otherwise engaging on the topic. AI Community Member acknowledges such screening may require additional time, and BDO may decline, limit, suspend, or condition participation in its sole discretion. For avoidance of doubt, nothing in this Agreement obligates BDO to complete any screening by a particular time or to permit any interaction following screening.

Information Required for Screening. Upon request, AI Community Member will promptly provide the information reasonably necessary for BDO to conduct such screening, which may include: (i) legal name of the relevant person/entity, (ii) principal location(s), (iii) description of business/industry, (iv) website, (v) affiliates/related parties and the relevant relationships, (vi) information regarding material international operations, and (vii) any other information BDO reasonably requests (“Identifying Information”). AI Community Member represents and warrants that it has the right to provide such information and that doing so will not violate any confidentiality, privacy, or other legal or contractual obligations owed to any third party. BDO may use such information solely for conflicts and independence purposes and may share it with its affiliates and service providers on a need-to-know basis.

Separate Engagement Required. If any interaction would require, in BDO’s judgment, BDO to provide professional services, communicate directly with a third party, or otherwise create a client engagement, then (i) BDO will proceed, if at all, only under BDO’s standard client acceptance/onboarding procedures (including conflicts and independence checks) and (ii) a separate written engagement letter executed by BDO and the applicable client (and, if applicable, AI Community Member Organization). Unless and until such engagement letter is executed, any AI Community discussions remain general informational content and do not create a client relationship.

Removal and Redaction. BDO may remove, redact, or restrict access to any AI Community Member Content that, in BDO’s judgment, includes Identifying Information or otherwise creates a conflicts, independence, compliance, or reputational risk.

Platform; Account Security.

Platform.The AI Community is made available through a third-party community platform provider (the “Platform Provider”). BDO may change Platform Providers or hosting arrangements at any time. The Platform Provider is not a party to this Agreement, and BDO is not responsible for the Platform Provider’s acts or omissions. Your access to and use of the Platform Provider’s platform, including any related applications, integrations, or functionality used to access the AI Community, may be subject to any agreement required by the Platform Provider to be executed by you, as well as the Platform Provider’s terms, acceptable use policies, and privacy practices, which are solely between you and the Platform Provider, and BDO has no responsibility to you for any of such agreements, terms, policies or privacy practices, including for enforcing any of them. As between you and BDO, you are responsible for complying with any such agreements, terms and policies to the extent applicable to your use of the AI Community; however, to the extent any Platform Provider agreements or terms conflict with this Agreement regarding your relationship with BDO and the AI Community, this Agreement controls as between you and BDO.  You acknowledge that if the Platform Provider restricts, suspends or terminates your access to or use of the Platform Provider’s platform, you will be unable to access the AI Community.

Availability; Changes. BDO does not guarantee that the AI Community (or any portion thereof) will be available at all times or without interruption, error, delay, or security vulnerabilities. The AI Community may be unavailable or degraded due to maintenance, upgrades, testing, capacity constraints, outages, third-party dependencies (including the Platform Provider and internet service providers), or events outside BDO’s reasonable control. BDO may modify, suspend, or discontinue the AI Community (in whole or in part) at any time as described in this Agreement. To the maximum extent permitted by law, BDO will have no liability for any unavailability, interruption, or modification of the AI Community, or for any loss of data or content attributable to such events.

Account Security. You are responsible for maintaining the confidentiality and security of your login credentials and for all activity conducted through your account (whether authorized by you or not). You will use reasonable security measures to protect your account and devices, will not share credentials, and will promptly notify BDO of any suspected unauthorized access, compromise, or security incident relating to your account or use of the AI Community. BDO may take reasonable steps to protect the AI Community and its users, including suspending access, requiring credential resets, or imposing additional authentication or security controls, and BDO will not be liable for any resulting impact on your access or participation.

Intellectual Property.

BDO Content. As between the parties, BDO (and its licensors) retains all right, title, and interest in and to (i) the AI Community (including its design, structure, selection, coordination, and arrangement), (ii) the BDO Content, and (iii) all other materials, information, and content made available by or on behalf of BDO in connection with the AI Community, in each case including all intellectual property and proprietary rights therein. Subject to your compliance with this Agreement (including payment of all applicable Membership Fees), BDO grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the applicable membership term, to access and use the BDO Content solely for your internal business purposes in connection with your participation in the AI Community. Except as expressly permitted by BDO in writing, you will not (and will not permit any third party to): (1) copy, download, reproduce, modify, translate, adapt, create derivative works of, distribute, transmit, publish, publicly display, publicly perform, sell, lease, sublicense, or otherwise exploit any BDO Content; (2) remove, alter, or obscure any proprietary notices; (3) reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying ideas, algorithms, or know-how of any portion of the AI Community; or (4) use the BDO Content to develop, train, fine-tune, or improve any artificial intelligence, machine learning, or similar models or systems, except with BDO’s prior written consent.

AI Community Member Content. AI Community Member may post or submit content to the AI Community (“AI Community Member Content”). As between the parties, you retain any ownership rights you may have in your AI Community Member Content. You represent and warrant that you have all rights, permissions, and consents necessary to submit the AI Community Member Content and to grant the rights set forth in this Agreement, and that your AI Community Member Content does not (x) violate any law or infringe, misappropriate, or otherwise violate any intellectual property, privacy, confidentiality, or other rights of any third party, (y) violate any applicable law or regulation; or (z) include sensitive, regulated, or third-party confidential information that you are not authorized to disclose (including client confidential information). You acknowledge that your AI Community Member Content, including messages, comments and content posted to discussion forums, may be accessible to other participants of the BDO AI Community. You grant BDO (and its affiliates, and each of their respective service providers, including the Platform Provider) a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable, and sublicensable license to host, store, cache, reproduce, process, modify (for formatting and technical purposes only), display, perform, distribute, and otherwise use your AI Community Member Content (i) in connection with operating, administering, protecting, and improving the AI Community and the BDO Content, (ii) within the AI Community to other participants as part of the AI Community experience, and (iii) to create and use aggregated and/or de-identified analyses, insights, learnings, and trends derived from participation in the AI Community, in each case, without obligation to you. BDO is not obligated to use, maintain, or return any AI Community Member Content and may remove or restrict access to any AI Community Member Content at any time in its sole discretion.

Trademarks. Nothing in this Agreement grants you any right, title, or interest in or to BDO’s names, trademarks, service marks, logos, trade dress, or other brand features. You may not use any BDO name, trademark, or logo in any marketing, publicity, press release, customer list, case study, or other external communication without BDO’s prior written consent. Any permitted use will inure to BDO’s benefit and must comply with BDO’s then-current brand guidelines.

Privacy.

Personal Data. In connection with providing, administering, and protecting the AI Community, BDO (and its affiliates, and each of their respective personnel and service providers, including the Platform Provider) may collect, access, use, process, transfer, store, disclose, and otherwise handle information relating to you and, if applicable, the AI Community Member Organization, including personal data, contact information, professional profile information, payment and billing information, usage and activity information, and information you submit or make available through the AI Community (including AI Community Member Content). BDO (and its affiliates, and each of their respective personnel and service providers, including the Platform Provider) may use such information for purposes that include: (i) operating and improving the AI Community and the BDO Content; (ii) communicating with you about the AI Community (including administrative notices, support communications, and membership-related updates); (iii) processing Membership Fees and administering renewals; (iv) performing conflicts, independence, compliance, and risk management checks and enforcing BDO’s policies and professional obligations; (v) maintaining the security and integrity of the AI Community and investigating potential violations or security incidents; and (vi) creating and using aggregated and de-identified insights and trends derived from participation in the AI Community. To the extent permitted by applicable law, BDO may retain and use information as necessary to comply with legal, regulatory, and professional obligations, resolve disputes, and enforce this Agreement.

Privacy Notices. BDO’s Privacy Policy [Author3] (as updated from time to time) describes BDO’s general data practices and may provide additional information about the categories of information collected and how it is used and disclosed. The Platform Provider’s privacy practices are governed by the Platform Provider’s terms and policies, and are solely between you and the Platform Provider. Where required by applicable law, BDO will provide appropriate notices and/or obtain any required consents.

Your Responsibilities. You will provide accurate and current information in connection with registration and participation. If you provide BDO or the Platform Provider with personal data relating to any other individual (for example, information about colleagues, employees, or representatives), you represent and warrant that you have provided all required notices and obtained all necessary rights and consents to do so and to permit the uses described in this Agreement.

Transfers; Security. The AI Community may be hosted and supported using systems and service providers located in the United States and other jurisdictions. Accordingly, information may be transferred to, processed in, and stored in jurisdictions that may have different data protection laws than your jurisdiction. While BDO implements commercially reasonable administrative, technical, and physical safeguards designed to protect information, no system can be guaranteed to be 100% secure, and BDO does not guarantee absolute security.

No Endorsements; Third Party Content.

No Endorsement. The AI Community may include or make available third-party content, materials, links, tools, demonstrations, white papers, or other vendor-provided information (collectively, “Third-Party Content”). Third-Party Content is provided for convenience and informational purposes only. BDO does not control, endorse, sponsor, recommend, or warrant any third-party content or any third party’s products or services, and BDO makes no representations regarding their quality, security, legality, suitability, or performance. Any engagement, transaction, or relationship you enter into with any third party in connection with the AI Community (including any vendor) is solely between you (and the AI Community Member Organization) and that third party, and is at your sole risk. Without limiting the foregoing, BDO is not responsible for any acts or omissions of any third party, or for any loss, damage, claim, or dispute arising out of or relating to Third-Party Content or your dealings with any third party.

No Compensation Expectation; No Referral Relationship. You acknowledge and agree that (i) you will not receive, and have no right to expect, any referral fees, commissions, rebates, or other compensation from BDO in connection with your participation in the AI Community or any interactions with vendors or other third parties, and (ii) nothing in this Agreement, the AI Community, or the BDO Content is intended to create, and will not be deemed to create, any referral, brokerage, agency, partnership, joint venture, or similar relationship between you and BDO. You further acknowledge that BDO may invite vendors or other third parties to participate in limited ways in the AI Community, and that any arrangements between BDO and such third parties (if any) are separate from this Agreement and do not create any obligation to you.

Term; Suspension; Termination.

Term. This Agreement begins on the Effective Date and continues for twelve (12) months until it expires, is earlier terminated or suspended in accordance with this Agreement, or renewed in accordance with Section 12(b).

Renewal. AI Community membership automatically renews for successive twelve (12)-month terms unless either party provides written notice of non-renewal (email will be sufficient) at least 30 days before the end of the then-current term. As a condition to renewal, BDO may require confirmation of continued eligibility and compliance with this Agreement. BDO may impose or change the Membership Fees effective for a renewal term by providing notice prior to renewal (including by email or through the AI Community), and your continued access to or use of the AI Community after the renewal effective date constitutes acceptance of the updated Membership Fees.

Suspension/Termination by BDO. BDO may, in its sole discretion and without liability, suspend, restrict, or terminate your access to the AI Community (in whole or in part), and terminate this Agreement, immediately upon notice (email being sufficient) (or without notice where notice is not practicable), including for any of the following: (i) your breach of this Agreement or any AI Community guidelines; (ii) non-payment or a payment dispute; (iii) suspected fraud, misuse, or unauthorized access; (iv) actual or suspected security incident or risk to the AI Community or any participant; (v) if BDO determines your participation may adversely affect BDO’s independence, create an actual or potential conflict, or otherwise present a legal, regulatory, compliance, or reputational risk; (vi) to investigate any suspected violation of this Agreement or applicable law; or (vii) as required by law, including pursuant to regulations and laws implemented and enforced by the Office of Foreign Assets Control. BDO may also terminate this Agreement for convenience upon written notice (email being sufficient) to you. Suspension or termination of access may occur without termination of this Agreement.

Termination by AI Community Member. You may terminate this Agreement by providing 30 days’ prior written notice to BDO. Unless required by applicable law, Membership Fees are non-refundable, and termination does not relieve you (and the AI Community Member Organization, if applicable) of the obligation to pay any Membership Fees due for the then-current term. Upon termination, BDO may deactivate your access as of the effective date of termination (or earlier if required for security, compliance, or operational reasons).

Effect of Termination. Upon any expiration or termination of this Agreement, or suspension of access, (i) your right to access the AI Community and the BDO Content will immediately cease (or be restricted, as applicable), (ii) you must promptly discontinue all use of the AI Community and the BDO Content and delete or destroy any copies of BDO Content in your possession or control (except to the extent retention is required by law), and (iii) Sections of this Agreement that by their nature should survive will survive, including, at a minimum, Sections relating to confidentiality, intellectual property, privacy, disclaimers, limitation of liability, indemnity, taxes and dispute resolution. Expiration or termination of this Agreement will not relieve you of any obligations or liabilities that accrued prior to such expiration or termination.  BDO may, but will not be required to,  deactivate your account and, to the extent permitted by law and subject to BDO’s privacy and retention practices, delete or remove AI Community Member Content and other information associated with your account at any time after termination or expiration; provided that BDO may retain copies as necessary to comply with legal, regulatory, professional, or audit requirements and may retain and use aggregated and/or de-identified insights as contemplated by this Agreement.

Disclaimer. THE AI COMMUNITY, THE PLATFORM (INCLUDING ANY PLATFORM PROVIDER SERVICES), THE BDO CONTENT, ANY THIRD-PARTY CONTENT, AND ALL OTHER MATERIALS OR INFORMATION MADE AVAILABLE IN CONNECTION WITH THE AI COMMUNITY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BDO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AVAILABILITY, AND THAT USE OF THE AI COMMUNITY WILL BE SECURE OR ERROR-FREE. WITHOUT LIMITING THE FOREGOING, BDO DOES NOT WARRANT THAT THE AI COMMUNITY OR ANY CONTENT WILL (i) BE UNINTERRUPTED, TIMELY, OR FREE OF ERRORS, (ii) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (iii) BE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS, OR (iv) RESULT IN ANY PARTICULAR OUTCOME, BENEFIT, OR BUSINESS RESULT. YOU ASSUME ALL RISK ARISING FROM YOUR ACCESS TO AND USE OF THE AI COMMUNITY, THE PLATFORM, AND ANY CONTENT, INCLUDING ANY RELIANCE ON INFORMATION OBTAINED THROUGH THE AI COMMUNITY.

Limitation of Liability.

Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BDO (OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE AI COMMUNITY, THE PLATFORM, THE BDO CONTENT, ANY THIRD-PARTY CONTENT, OR YOUR PARTICIPATION OR INABILITY TO PARTICIPATE IN THE AI COMMUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

Cap.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BDO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE AI COMMUNITY, OR ANY CONTENT, WILL NOT EXCEED THE GREATER OF (I) THE AMOUNT ACTUALLY PAID BY (OR ON BEHALF OF) THE AI COMMUNITY MEMBER FOR THE MEMBERSHIP FEES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) FIVE HUNDRED DOLLARS ($500). FOR CLARITY, THE FOREGOING CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS AND CAUSES OF ACTION AND WILL NOT BE INCREASED BY THE EXISTENCE OF MULTIPLE CLAIMS OR MULTIPLE AI COMMUNITY MEMBERS. 

Essential Purpose.  YOU ACKNOWLEDGE THAT THE MEMBERSHIP FEES (IF ANY) REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT, THAT THE LIMITATIONS IN THIS SECTION 14 ARE AN ESSENTIAL BASIS OF THE BARGAIN, AND THAT BDO WOULD NOT PROVIDE THE AI COMMUNITY, THE PLATFORM OR ANY CONTENT WITHOUT THESE LIMITATIONS.

Exclusions. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES LIABILITY TO THE EXTENT IT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Indemnification.

Indemnity Obligation. You will indemnify, defend, and hold harmless BDO and its affiliates, and each of their respective partners, directors, officers, employees, contractors, vendors, service providers, suppliers and agents (collectively, the “BDO Indemnitees”), from and against any and all third-party claims, demands, actions, suits, proceedings, damages, losses, liabilities, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (i) any AI Community Member Content (including any allegation that AI Community Member Content infringes, misappropriates, or otherwise violates any intellectual property, privacy, confidentiality, or other rights of a third party); (ii) your access to or use of the AI Community, the platform, or any content; (iii) your violation of applicable law, regulation, or third-party rights in connection with the AI Community; or (iv) any breach of your representations, warranties, or obligations under this Agreement.

Indemnification Procedure. BDO will provide you with prompt written notice of any indemnifiable claim; provided that any failure to provide prompt notice will not relieve you of your obligations under this Section 15 except to the extent you are materially prejudiced by such failure. BDO may, at its option, participate in the defense with counsel of its own choosing at its own expense. You will have sole control of the defense and settlement of the claim, except that you will not settle any claim in a manner that (i) imposes any obligation on, or admits any liability or wrongdoing by, any BDO Indemnitee, (ii) requires any BDO Indemnitee to take or refrain from taking any action, or (iii) does not include a full and unconditional release of the BDO Indemnitees, in each case without BDO’s prior written consent (not to be unreasonably withheld or delayed). BDO will reasonably cooperate with you in the defense and settlement of the claim at your expense.

Miscellaneous.

Arbitration. In the event that a dispute between the parties arises under or in connection with this Agreement or party’s performance or breach, including any dispute regarding the validity or enforceability of this Agreement or any portion of this Agreement (a “Covered Dispute”), the parties agree that it shall be resolved by mediation or arbitration held pursuant to the attached Dispute Resolution Policy. This paragraph does not apply to (x) any claims brought by a third party or to the rights to indemnity or contribution related to such claims which must be asserted in the forum in which the claim is pending or (y) any claim or dispute relating to services performed pursuant to an engagement letter, in which case the terms of the engagement letter shall govern. The parties agree that a breach of the intellectual property or confidential obligations in this Agreement may cause irreparable harm for which monetary damages would not be sufficient. Therefore, the parties agree that each would be entitled to seek an injunction or other equitable relief to prevent such breaches without posting bond and without forfeiting the right to arbitration to determine any other claims or damages.

Governing Law. This Agreement and any dispute between the parties is governed by and shall be enforced, construed and interpreted in accordance with the laws of the State of New York, without regard to conflict of laws principles. To the extent the attached dispute resolution policy provides for arbitration, the Federal Arbitration Act will govern the interpretation and enforcement of the arbitration provisions.

Assignment. You may not assign or transfer this Agreement, in whole or in part, whether by operation of law, change of control, merger, consolidation, sale of assets, or otherwise, without BDO’s prior written consent, and any attempted assignment in violation of this Section 16(c) is null and void, ab initio. BDO may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without your consent. BDO may use affiliates and third-party service providers to support or operate the AI Community; such use will not relieve you of your obligations under this Agreement.

Notices. Notices must be in writing and delivered by nationally recognized overnight courier and email as indicated below.

Notices to BDO: BDO USA, Attn: Office of the General Counsel, 200 Park Avenue, 38th Floor, New York, NY 10166 with a copy to [email protected].

Notices to AI Community Member: the email or address in the registration profile.

Relationship of the Parties. Nothing in this Agreement creates, or will be deemed to create, a partnership, joint venture, agency, fiduciary, employment, or other similar relationship between the parties. Neither party has authority to bind the other.

Entire Agreement; Changes. This Agreement (together with any documents incorporated by reference, including the attached dispute resolution policy and any AI Community guidelines referenced in this Agreement) and the Terms of Use [Author4] constitutes the entire agreement between the parties regarding the AI Community and supersedes all prior or contemporaneous understandings, proposals, communications, and agreements (whether oral or written) relating to its subject matter. In the event of a conflict between the terms of this Agreement, the AI Community Guidelines and/or the Terms of Use[Author5] , the terms of this Agreement will govern. BDO may update this Agreement from time to time by posting a revised version in the AI Community or by providing notice (including by email). Unless BDO specifies otherwise, any update will be effective on the date the revised version is posted or the notice is provided. Your continued access to or participation in the AI Community after the effective date of an update constitutes acceptance of the updated terms; if you do not agree to an update, your sole remedy is to discontinue participation in the AI Community and terminate this Agreement in accordance with this Agreement.

Severability; Waiver. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it enforceable (if permitted by law) while most closely reflecting the parties’ original intent. Any waiver must be in a writing signed by the waiving party and will be effective only in the specific instance and for the specific purpose for which it is given; a waiver of any breach will not be a waiver of any other breach.

Force Majeure. Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, labor disputes, war, terrorism, civil unrest, governmental actions, power or telecommunications failures, internet disruptions, or outages of third-party systems or service providers.

Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the context otherwise requires, the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The word “or” shall not be exclusive, unless used in conjunction with “either” or the like. Each reference to “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.”

DISPUTE RESOLUTION POLICY

In the event of a CoveredDispute, the AI Community Member or BDO may, upon writtennotice to the other party request mediation to be conducted by a mutually agreed upon mediator.Such mediation will occur only if both BDO and the AI Community Member agrees to mediate the Covered Dispute. In such mediation, the parties will use their best efforts to discuss with each other in good faith their respective positions and, respecting their different interests, to finally resolve such dispute.

Each party may discloseany facts to the other party or to the mediator, whichit, in good faith, considers necessary to resolve the dispute. However, all such disclosures will be deemed in furtherance of settlement effortsand will not be admissible in any subsequent arbitration or litigation against the disclosing party.Except as agreedby both parties, the mediatorwill keep confidential all information disclosed during negotiations. The mediator may not act as a witness for either party in any subsequent arbitration between the parties.

The mediation will conclude within 60 days from receipt of the written notice unless extended by mutual consent.The parties may also agree at any time to terminate or waive mediation. The costs incurred by each party in the mediation will be borne by it; the fees and expenses of the mediator, if any, will be borne equally by the parties.

If eitherof the parties do not wish to take part in a mediation processor if any Covered Dispute cannot be resolved by mediation, then such dispute,controversy or claim will be settled by arbitration. The proceeding shall be governedby the laws of the State of New York and the then currentArbitration Rules for Commercial Disputes of the American Arbitration Association (“AAA”), except that no pre-hearing discovery will be permitted unless specifically authorized by the arbitration panel and will take place in the City of New York, New York, unless the parties agree to a different locale.

Such arbitration will be conducted before a single arbitrator chosen by the AAA. The arbitrator will award damages as set forth in the Agreement. The confidentiality provisions applicable to mediation will also apply to arbitration.

            The award issued by the arbitrator may be confirmed in a judgment by any federal or state court of competent jurisdiction. All reasonable costs of both parties, as determined by the arbitrators, including (1) the fees and expenses of the AAA and the arbitrator, and (2) the costs, including reasonable attorneys’ fees,necessary to confirmthe award in court will be borne entirely by the non-prevailing party (if one is designated by the arbitrator).

YOU AND BDO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING ("CLASS ACTION"). UNLESS BOTH YOU AND BDO AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST FOR RELIEF SHALL BE SEVERED AND BROUGHT IN COURT PURSUANT TO THE PARAGRAPH BELOW, AND ANY OTHER CLAIMS OR REQUESTS FOR RELIEF SHALL REMAIN IN ARBITRATION.

IF FOR ANY REASON THIS ARBITRATION PROVISION IS FOUND TO BE UNENFORCEABLE OR INAPPLICABLE TO ANY DISPUTE OR CLAIM BETWEEN THE PARTIES, SUCH DISPUTE SHALL BE RESOLVED EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK, AND THE PARTIES IRREVOCABLY SUBMIT THEMSELVES TO THE EXCLUSIVE AND PERSONAL JURISDICTION OF THOSE COURTS AND IRREVOCABLY WAIVE ANY RIGHTS THAT ANY SUCH PARTY MAY NOW OR HEREAFTER HAVE TO OBJECT TO SUCH JURISDICTION OR THE CONVENIENCE OF THE FORUM, AND WAIVE THE RIGHT TO A TRIAL BY JURY IN A PROCEEDING TO RESOLVE SUCH A DISPUTE.

Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief or other equitable relief from any court of competent jurisdiction to prevent or address an actual or threatened breach of this Agreement that would cause irreparable harm, including any actual or threatened breach relating to confidentiality, misuse of content, account security, unauthorized access, or intellectual property without the requirement to submit to arbitration or mediation under this policy. Seeking such relief will not be deemed a waiver of the obligation to arbitrate or mediate Covered Disputes.

IF YOU ARE JOINING OR PARTICIPATING IN THE AI EXECUTIVE COMMUNITY AS A VENDOR, THIS BDO AI COMMUNITY VENDOR PARTICIPATION AGREEMENT, TOGETHER WITH THE BDO AI COMMUNITY WEBSITE TERMS OF USE SET OUT BELOW, GOVERNS YOUR PARTICIPATION IN THE BDO AI COMMUNITY AND USE OF THE RELATED WEBSITE, online platform, and content, features, webinars, events, and services, AND FORM A BINDING AGREEMENT BETWEEN YOU AND BDO.  IF YOU DO NOT AGREE TO BE SUBJECT TO AND COMPLY WITH THIS AGREEMENT, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE AI COMMUNITY AND THE SERVICES.

BY ACCESSING OR USING THE AI COMMUNITY, YOU AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, AND WAIVE YOUR RIGHT TO A JURY TRIAL, AS MORE FULLY SET FORTH IN SECTION 16 AND THE DISPUTE RESOLUTION POLICY ATTACHED BELOW.

BDO AI Community Vendor Participation Agreement

(Version: April 30, 2026)

Agreement. This AI Community Vendor Participation Agreement (this “Agreement”) is entered into between BDO USA, P.C., a Virginia professional corporation (“BDO”), and the vendor accepting these terms (the “AI Community Vendor” or “you”) to participate in BDO’s Executive AI Community (the “AI Community”). If you are registering for, accessing, or paying for the AI Community on behalf of an organization, then (i) that organization is considered a party to this Agreement and shall be included in the reference to AI Community Vendor, (ii) you are accepting this Agreement both in your individual capacity and as an authorized representative of the AI Community Vendor, and (iii) you represent and warrant that you have full power and authority to bind the AI Community Vendor to this Agreement.

Acceptance. By clicking “I Agree” (or otherwise electronically accepting these terms) you agree to be bound by this Agreement (and you acknowledge that this acceptance has the same legal effect as a handwritten signature). The date of your acceptance is the “Effective Date.” Access to and participation in the AI Community are subject to (i) BDO’s admission of you as an AI Community Vendor in BDO’s sole discretion and (ii) your ongoing compliance with this Agreement.

The AI Community.

Community Offering. The AI Community is a private, curated forum intended for business executives (“AI Community Members”) to discuss plans, questions, and experiences regarding the use of artificial intelligence within their organizations. In connection with the AI Community, BDO may make available, in its sole discretion, content, discussion forums, webinars, events, templates, tools, and other resources (collectively, excluding your Vendor Content, the “BDO Content”).  BDO may allow AI Community Vendors to make available content, discussion forums, webinars, events, templates, tools, and other resources (collectively, the “Vendor Content”) in its sole discretion. AI Community Vendors may not make Vendor Content available in the AI Community without BDO’s prior approval. BDO may add, remove, modify, or discontinue any aspect of the AI Community or the BDO Content at any time, with or without notice, and has no obligation to provide any particular content, feature, event, or level of participation by BDO personnel. BDO may remove any Vendor Content at any time, with or without notice. The AI Community (including any forums, live sessions, or events) may be recorded or summarized by BDO for internal use and as part of the BDO Content.

AI Community Vendors. The AI Community is intended to provide a platform for AI Community Vendors to interact with AI Community Members and other AI Community Vendors. AI Community Vendor membership is granted on a per-vendor basis to the individual AI Community Vendor, is non-transferable, and may not be shared. You may not authorize others to access the AI Community using your credentials or account. You are responsible for maintaining the confidentiality and security of your credentials and for all activity that occurs under your account (whether or not authorized by you). You will provide accurate, current registration information and promptly update it as needed. BDO may impose limits on access and participation (including limits tied to eligibility, role, geography, organization, or compliance considerations) in its sole discretion and may require re-verification of eligibility or remove AI Community Vendors from the AI Community at any time. AI Community Vendor membership does not include, and should not be interpreted as, consulting, professional services, or an engagement relationship with BDO.

No Professional Engagement. The AI Community and the BDO Content are provided for general informational and discussion purposes only. They do not constitute accounting, audit, tax, legal, investment, cybersecurity, or other professional advice, and are not a substitute for advice tailored to your specific circumstances. Participation in the AI Community does not create a client relationship, fiduciary relationship, or any other professional engagement relationship with BDO, and BDO does not assume any duties or obligations to you by virtue of your participation. You are solely responsible for how you use any information obtained through the AI Community, and BDO is not responsible for decisions made or actions taken in reliance on the AI Community or the BDO Content.

Code of Conduct. You will participate in a professional, respectful, and lawful manner and comply with the Terms of Use (the “Terms of Use”), all AI Community Guidelines, and rules and acceptable-use requirements made available by BDO from time to time.

Vendor Membership.

Eligibility Criteria. BDO may establish, interpret, and revise eligibility criteria, participation requirements, and any related onboarding or verification process from time to time in its sole discretion, including based on role, organization type, geography, industry, regulatory considerations, or the composition and objectives of the AI Community.

Application and Approval. Prospective AI Community Vendors will be approved by BDO through an approval process, and may be required to submit a completed application (“Vendor Application”) to BDO to be considered for acceptance as an AI Community Vendor. BDO will review submitted Vendor Applications and may grant or deny certification as an AI Community Vendor at its sole discretion. BDO may reject a Vendor Application for any reason or no reason.

Ongoing Participation. Ongoing AI Community Vendor participation in the AI Community is subject to BDO’s approval and at BDO’s sole discretion. BDO may deny, limit, condition, suspend, or revoke AI Community Vendor membership (and access to the AI Community and the BDO Content) at any time, including after acceptance, renewal, or payment, in each case in BDO’s sole discretion, with or without notice, and for any reason or no reason. Without limiting the foregoing, BDO may take such action if BDO determines that your participation may adversely affect BDO’s independence, create an actual or potential conflict of interest, raise regulatory or compliance concerns, present reputational risk, or otherwise be inconsistent with BDO’s policies, professional obligations, or the purposes of the AI Community, or violation of this Agreement or other agreements with BDO.

No Obligation to Disclose Details. BDO is not required to disclose the basis for any decision under this Section 4, including any decision based on independence, conflicts, regulatory, compliance, or reputational considerations, and you waive any right to require such disclosure as a condition to enforcement of BDO’s decision.

Vendor Fee.

AI Community Vendor Fees. The annual AI Community vendor fee is $5,000.00 USD per AI Community Vendor entity per 12-month term (the “Vendor Fee”). Unless otherwise specified by BDO in writing (email being sufficient), Vendor Fees are billed annually in advance and are due and payable upon invoice (or at the time of online payment, if applicable). Vendor Fees are non-cancelable and non-refundable except as expressly stated in this Agreement or as required by applicable law. BDO may suspend or terminate an AI Community Vendor’s membership for any overdue, late, or insufficient payment of Vendor Fees.

Taxes. Vendor Fees are exclusive of all applicable sales, use, value-added, withholding, excise, or similar taxes, duties, fees, and governmental assessments (collectively, “Taxes”). You are responsible for all Taxes associated with the Vendor Fees, other than taxes on BDO’s net income. If BDO is required to collect or remit any Taxes, you will pay such Taxes in addition to the Vendor Fees unless you provide BDO, in advance, with valid tax exemption documentation applicable to the Vendor Fees.

Confidentiality.

Community Confidentiality. The AI Community is intended to be a private forum. You will treat (i) the BDO Content and (ii) all discussions, materials, communications, and information obtained through or in connection with the AI Community (including the identity, contact information, and statements of other participants) (collectively, “Community Confidential Information”) as confidential. You will use Community Confidential Information solely for your participation in the AI Community and for no other purpose, and you will not disclose Community Confidential Information to any third party without BDO’s prior written consent. You will protect Community Confidential Information using at least the same degree of care you use to protect your own confidential information of a similar nature, but in no event less than reasonable care. You will not copy, reproduce, screenshot, record, or redistribute Community Confidential Information except as reasonably necessary for your permitted use, and in all cases subject to the confidentiality obligations in this Section 6. You are responsible for any breach of this Section 6 caused by anyone to whom you provide access to Community Confidential Information.

Limitations. Notwithstanding Section 6(a), your obligations of confidentiality under this Section 6 do not apply to information that you can demonstrate by contemporaneous written records: (i) is or becomes publicly available through no breach of this Agreement by you or your representatives; (ii) is independently developed by you without use of, or reference to, Community Confidential Information; (iii) is rightfully received by you on a non-confidential basis from a third party without breach of any confidentiality obligation; or (iv) is approved for release in writing by BDO.

Required Disclosures. You may disclose Community Confidential Information to the extent required by law, regulation, court order, or governmental inquiry, provided that (to the extent legally permitted) you give BDO prompt written notice of the required disclosure and reasonably cooperate with BDO (at BDO’s expense) in seeking confidential treatment or a protective order. Any disclosure under this Section 6(c) will be limited to the minimum extent required, and you will use reasonable efforts to ensure the disclosed information remains confidential. BDO may disclose Community Confidential Information to the extent required by law, regulation, court order, governmental inquiry, or applicable professional standards, and BDO may also disclose Community Confidential Information to its affiliates, personnel, professional advisors, and service providers (including the Platform Provider, as defined below) that have a need to know in order to operate, support, protect, or enforce the AI Community or BDO’s rights, provided they are subject to confidentiality obligations consistent with this Section 6.

No Sensitive Disclosures. You will not upload, post, transmit, or otherwise disclose through the AI Community any confidential client information, regulated data, personal data beyond what is necessary for your participation, trade secrets, or other sensitive information (whether yours or a third party’s). You are solely responsible for ensuring that any AI Community Vendor Content you submit complies with all applicable confidentiality, privacy, contractual, and legal obligations, and that you have all necessary rights and permissions to submit such content. BDO may remove, redact, or restrict access to any AI Community Vendor Content at any time (without notice) if BDO determines, in its sole discretion, that such content may violate this Agreement or present legal, compliance, security, or reputational risk.

Remedies; Survival. You acknowledge that unauthorized use or disclosure of Community Confidential Information may cause irreparable harm for which monetary damages may be an insufficient remedy, and BDO may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity. Your obligations under this Section 6 will survive expiration or termination of this Agreement.

Conflicts and Independence Checks; De-Identification Participation.

Screening Trigger; Additional Time; No Obligation. If AI Community Vendor provides Identifying Information, as defined below, in connection with any interaction involving BDO personnel or BDO Content, or if BDO reasonably determines that an AI Community interaction could implicate BDO’s independence, conflicts, compliance, or reputational risk, BDO may require completion of conflicts and independence screening before responding further, facilitating introductions, enabling access to certain AI Community features, or otherwise engaging on the topic. AI Community Vendor acknowledges such screening may require additional time, and BDO may decline, limit, suspend, or condition participation in its sole discretion. For avoidance of doubt, nothing in this Agreement obligates BDO to complete any screening by a particular time or to permit any interaction following screening.

Information Required for Screening. Upon request, AI Community Vendor will promptly provide the information reasonably necessary for BDO to conduct such screening, which may include: (i) legal name of the relevant person/entity, (ii) principal location(s), (iii) description of business/industry, (iv) website, (v) affiliates/related parties and the relevant relationships, (vi) information regarding material international operations, and (vii) any other information BDO reasonably requests (“Identifying Information”). AI Community Vendor represents and warrants that it has the right to provide such information and that doing so will not violate any confidentiality, privacy, or other legal or contractual obligations owed to any third party. BDO may use such information solely for conflicts and independence purposes and may share it with its affiliates and service providers on a need-to-know basis.

Separate Engagement Required. If any interaction would require, in BDO’s judgment, BDO to provide professional services, communicate directly with a third party, or otherwise create a client engagement, then (i) BDO will proceed, if at all, only under BDO’s standard client acceptance/onboarding procedures (including conflicts and independence checks) and (ii) a separate written engagement letter executed by BDO and the applicable client. Unless and until such engagement letter is executed, any AI Community discussions remain general informational content and do not create a client relationship.

Removal and Redaction. BDO may remove, redact, or restrict access to any AI Community Vendor Content that, in BDO’s judgment, includes Identifying Information or otherwise creates a conflicts, independence, compliance, or reputational risk.

Platform; Account Security.

Platform. The AI Community is made available through a third-party community platform provider (the “Platform Provider”). BDO may change Platform Providers or hosting arrangements at any time. The Platform Provider is not a party to this Agreement, and BDO is not responsible for the Platform Provider’s acts or omissions. Your access to and use of the Platform Provider’s platform, including any related applications, integrations, or functionality used to access the AI Community, may be subject to any agreement required by the Platform Provider to be executed by you, as well as the Platform Provider’s terms, acceptable use policies, and privacy practices, which are solely between you and the Platform Provider, and BDO has no responsibility to you for any of such agreements, terms, policies or privacy practices, including for enforcing any of them. As between you and BDO, you are responsible for complying with any such agreements, terms and policies to the extent applicable to your use of the AI Community; however, to the extent any Platform Provider agreements or terms conflict with this Agreement regarding your relationship with BDO and the AI Community, this Agreement controls as between you and BDO.  You acknowledge that if the Platform Provider restricts, suspends or terminates your access to or use of the Platform Provider’s platform, you will be unable to access the AI Community.

Availability; Changes. BDO does not guarantee that the AI Community (or any portion thereof) will be available at all times or without interruption, error, delay, or security vulnerabilities. The AI Community may be unavailable or degraded due to maintenance, upgrades, testing, capacity constraints, outages, third-party dependencies (including the Platform Provider and internet service providers), or events outside BDO’s reasonable control. BDO may modify, suspend, or discontinue the AI Community (in whole or in part) at any time as described in this Agreement. To the maximum extent permitted by law, BDO will have no liability for any unavailability, interruption, or modification of the AI Community, or for any loss of data or content attributable to such events.

Account Security. You are responsible for maintaining the confidentiality and security of your login credentials and for all activity conducted through your account (whether authorized by you or not). You will use reasonable security measures to protect your account and devices, will not share credentials, and will promptly notify BDO of any suspected unauthorized access, compromise, or security incident relating to your account or use of the AI Community. BDO may take reasonable steps to protect the AI Community and its users, including suspending access, requiring credential resets, or imposing additional authentication or security controls, and BDO will not be liable for any resulting impact on your access or participation.

Intellectual Property.

BDO Content. As between the parties, BDO (and its licensors) retains all right, title, and interest in and to (i) the AI Community (including its design, structure, selection, coordination, and arrangement), (ii) the BDO Content, and (iii) all other materials, information, and content made available by or on behalf of BDO in connection with the AI Community, in each case including all intellectual property and proprietary rights therein. Subject to your compliance with this Agreement (including payment of all applicable Vendor Fees), BDO grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the applicable membership term, to access and use the BDO Content solely for your internal business purposes in connection with your participation in the AI Community. Except as expressly permitted by BDO in writing, you will not (and will not permit any third party to): (1) copy, download, reproduce, modify, translate, adapt, create derivative works of, distribute, transmit, publish, publicly display, publicly perform, sell, lease, sublicense, or otherwise exploit any BDO Content; (2) remove, alter, or obscure any proprietary notices; (3) reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying ideas, algorithms, or know-how of any portion of the AI Community; or (4) use the BDO Content to develop, train, fine-tune, or improve any artificial intelligence, machine learning, or similar models or systems, except with BDO’s prior written consent.

AI Community Vendor Content. AI Community Vendor may post or submit content to the AI Community (“AI Community Vendor Content”) at BDO’s sole discretion. As between the parties, you retain any ownership rights you may have in your AI Community Vendor Content. You represent and warrant that you have all rights, permissions, and consents necessary to submit the AI Community Vendor Content and to grant the rights set forth in this Agreement, and that your AI Community Vendor Content does not (x) violate any law or infringe, misappropriate, or otherwise violate any intellectual property, privacy, confidentiality, or other rights of any third party, (y) violate any applicable law or regulation; or (z) include sensitive, regulated, or third-party confidential information that you are not authorized to disclose (including client confidential information). You acknowledge that your AI Community Vendor Content, including messages, comments and content posted to discussion forums, may be accessible to other participants of the BDO AI Community. You grant BDO (and its affiliates, and each of their respective service providers, including the Platform Provider) a worldwide, non-exclusive, royalty-free, perpetual, irrevocable,  fully paid-up, transferable, and sublicensable license to host, store, cache, reproduce, process, modify (for formatting and technical purposes only), display, perform, distribute, and otherwise use your AI Community Vendor Content (i) in connection with operating, administering, protecting, and improving the AI Community and the BDO Content, (ii) within the AI Community to other participants as part of the AI Community experience, and (iii) to create and use aggregated and/or de-identified analyses, insights, learnings, and trends derived from participation in the AI Community, in each case, without obligation to you. BDO is not obligated to use, maintain, or return any AI Community Vendor Content and may remove or restrict access to any AI Community Vendor Content at any time in its sole discretion.

Trademarks. Nothing in this Agreement grants you any right, title, or interest in or to BDO’s names, trademarks, service marks, logos, trade dress, or other brand features. You may not use any BDO name, trademark, or logo in any marketing, publicity, press release, customer list, case study, or other external communication without BDO’s prior written consent. Any permitted use will inure to BDO’s benefit and must comply with BDO’s then-current brand guidelines.

Privacy.

Personal Data. In connection with providing, administering, and protecting the AI Community, BDO (and its affiliates, and each of their respective personnel and service providers, including the Platform Provider) may collect, access, use, process, transfer, store, disclose, and otherwise handle information relating to you and including personal data, contact information, professional profile information, payment and billing information, usage and activity information, and information you submit or make available through the AI Community (including AI Community Vendor Content). BDO (and its affiliates, and each of their respective personnel and service providers, including the Platform Provider) may use such information for purposes that include: (i) operating and improving the AI Community and the BDO Content; (ii) communicating with you about the AI Community (including administrative notices, support communications, and membership-related updates); (iii) processing Vendor Fees and administering renewals; (iv) performing conflicts, independence, compliance, and risk management checks and enforcing BDO’s policies and professional obligations; (v) maintaining the security and integrity of the AI Community and investigating potential violations or security incidents; and (vi) creating and using aggregated and de-identified insights and trends derived from participation in the AI Community. To the extent permitted by applicable law, BDO may retain and use information as necessary to comply with legal, regulatory, and professional obligations, resolve disputes, and enforce this Agreement.

Privacy Notices. BDO’s Privacy Policy (as updated from time to time) describes BDO’s general data practices and may provide additional information about the categories of information collected and how it is used and disclosed. The Platform Provider’s privacy practices are governed by the Platform Provider’s terms and policies and are solely between you and the Platform Provider. Where required by applicable law, BDO will provide appropriate notices and/or obtain any required consents.

Your Responsibilities. You will provide accurate and current information in connection with registration and participation. If you provide BDO or the Platform Provider with personal data relating to any other individual (for example, information about colleagues, employees, other vendors, or representatives), you represent and warrant that you have provided all required notices and obtained all necessary rights and consents to do so and to permit the uses described in this Agreement.

Transfers; Security. The AI Community may be hosted and supported using systems and service providers located in the United States and other jurisdictions. Accordingly, information may be transferred to, processed in, and stored in jurisdictions that may have different data protection laws than your jurisdiction. While BDO implements commercially reasonable administrative, technical, and physical safeguards designed to protect information, no system can be guaranteed to be 100% secure, and BDO does not guarantee absolute security.

No Endorsements; Third Party Content.

No Endorsement. The AI Community may include or make available third-party content, materials, links, tools, demonstrations, white papers, or other vendor-provided information (collectively, “Third-Party Content”). Third-Party Content is provided for convenience and informational purposes only. BDO does not control, endorse, sponsor, recommend, or warrant any third-party content or any third party’s products or services, and BDO makes no representations regarding their quality, security, legality, suitability, or performance. Any engagement, transaction, or relationship you enter into with any third party in connection with the AI Community (including any vendor) is solely between you and that third party, and is at your sole risk. Without limiting the foregoing, BDO is not responsible for any acts or omissions of any third party, or for any loss, damage, claim, or dispute arising out of or relating to Third-Party Content or your dealings with any third party.

No Compensation Expectation; No Referral Relationship. You acknowledge and agree that (i) you will not receive, and have no right to expect, any referral fees, commissions, rebates, or other compensation from BDO in connection with your participation in the AI Community or any interactions with vendors or other third parties, and (ii) nothing in this Agreement, the AI Community, or the BDO Content is intended to create, and will not be deemed to create, any referral, brokerage, agency, partnership, joint venture, or similar relationship between you and BDO. You further acknowledge that BDO may invite vendors or other third parties to participate in limited ways in the AI Community, and that any arrangements between BDO and such third parties (if any) are separate from this Agreement and do not create any obligation to you.

Term; Suspension; Termination.

Term. This Agreement begins on the Effective Date and continues for twelve (12) months until it expires, is earlier terminated or suspended in accordance with this Agreement, or renewed in accordance with Section 12(b).

Renewal. AI Community Vendor membership automatically renews for successive twelve (12)-month terms unless either party provides written notice (email will be sufficient) of non-renewal at least 30 days before the end of the then-current term. As a condition to renewal, BDO may require confirmation of continued eligibility and compliance with this Agreement. BDO may change the Vendor Fees effective for a renewal term by providing notice prior to renewal (including by email or through the AI Community), and your continued access to or use of the AI Community after the renewal effective date constitutes acceptance of the updated Vendor Fees.

Suspension/Termination by BDO. BDO may, in its sole discretion and without liability, suspend, restrict, or terminate your access to the AI Community (in whole or in part), and terminate this Agreement, immediately upon notice (email being sufficient) (or without notice where notice is not practicable), including for any of the following: (i) your breach of this Agreement or any AI Community guidelines; (ii) non-payment or a payment dispute; (iii) suspected fraud, misuse, or unauthorized access; (iv) actual or suspected security incident or risk to the AI Community or any participant; (v) if BDO determines your participation may adversely affect BDO’s independence, create an actual or potential conflict, or otherwise present a legal, regulatory, compliance, or reputational risk; (vi) to investigate any suspected violation of this Agreement or applicable law; or (vii) as required by law, including pursuant to regulations and laws implemented and enforced by the Office of Foreign Assets Control. BDO may also terminate this Agreement for convenience upon written notice (email being sufficient) to you. Suspension or termination of access may occur without termination of this Agreement.

Termination by AI Community Vendor. You may terminate this Agreement by providing 30 days’ prior written notice to BDO. Vendor Fees are non-refundable, and termination does not relieve you of the obligation to pay any Vendor Fees due for the then-current term. Upon termination, BDO may deactivate your access as of the effective date of termination (or earlier if required for security, compliance, or operational reasons).

Effect of Termination. Upon any expiration or termination of this Agreement, or suspension of access, (i) your right to access the AI Community and the BDO Content will immediately cease (or be restricted, as applicable), (ii) you must promptly discontinue all use of the AI Community and the BDO Content and delete or destroy any copies of BDO Content in your possession or control (except to the extent retention is required by law), and (iii) Sections of this Agreement that by their nature should survive will survive, including, at a minimum, Sections relating to confidentiality, intellectual property, privacy, disclaimers, limitation of liability, indemnity, taxes, and dispute resolution. Expiration or termination of this Agreement will not relieve you of any obligations or liabilities that accrued prior to such expiration or termination.  BDO may, but will not be required to, deactivate your account and, to the extent permitted by law and subject to BDO’s privacy and retention practices, delete or remove AI Community Vendor Content and other information associated with your account at any time after termination or expiration; provided that BDO may retain copies as necessary to comply with legal, regulatory, professional, or audit requirements and may retain and use aggregated and/or de-identified insights as contemplated by this Agreement.

Disclaimer. THE AI COMMUNITY, THE PLATFORM (INCLUDING ANY PLATFORM PROVIDER SERVICES), THE BDO CONTENT, ANY THIRD-PARTY CONTENT, AND ALL OTHER MATERIALS OR INFORMATION MADE AVAILABLE IN CONNECTION WITH THE AI COMMUNITY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BDO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AVAILABILITY, AND THAT USE OF THE AI COMMUNITY WILL BE SECURE OR ERROR-FREE. WITHOUT LIMITING THE FOREGOING, BDO DOES NOT WARRANT THAT THE AI COMMUNITY OR ANY CONTENT WILL (i) BE UNINTERRUPTED, TIMELY, OR FREE OF ERRORS, (ii) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (iii) BE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS, OR (iv) RESULT IN ANY PARTICULAR OUTCOME, BENEFIT, OR BUSINESS RESULT. YOU ASSUME ALL RISK ARISING FROM YOUR ACCESS TO AND USE OF THE AI COMMUNITY, THE PLATFORM, AND ANY CONTENT, INCLUDING ANY RELIANCE ON INFORMATION OBTAINED THROUGH THE AI COMMUNITY.

Limitation of Liability.

Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BDO (OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE AI COMMUNITY, THE PLATFORM, THE BDO CONTENT, ANY THIRD-PARTY CONTENT, OR YOUR PARTICIPATION OR INABILITY TO PARTICIPATE IN THE AI COMMUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BDO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE AI COMMUNITY, OR ANY CONTENT, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY (OR ON BEHALF OF) THE AI COMMUNITY VENDOR FOR THE VENDOR FEES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR CLARITY, THE FOREGOING CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS AND CAUSES OF ACTION AND WILL NOT BE INCREASED BY THE EXISTENCE OF MULTIPLE CLAIMS, AI COMMUNITY VENDORS, OR AI COMMUNITY MEMBERS.

Essential Purpose.YOU ACKNOWLEDGE THAT THE VENDOR FEES (IF ANY) REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT, THAT THE LIMITATIONS IN THIS SECTION 14 ARE AN ESSENTIAL BASIS OF THE BARGAIN, AND THAT BDO WOULD NOT PROVIDE THE AI COMMUNITY, THE PLATFORM OR ANY CONTENT WITHOUT THESE LIMITATIONS.

Exclusions. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES LIABILITY TO THE EXTENT IT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Indemnification.

Indemnity Obligation. You will indemnify, defend, and hold harmless BDO and its affiliates, and each of their respective partners, directors, officers, employees, contractors, vendors, service providers, suppliers and agents (collectively, the “BDO Indemnitees”), from and against any and all third-party claims, demands, actions, suits, proceedings, damages, losses, liabilities, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (i) any AI Community Vendor Content (including any allegation that AI Community Vendor Content infringes, misappropriates, or otherwise violates any intellectual property, privacy, confidentiality, or other rights of a third party); (ii) your access to or use of the AI Community, the platform, or any content; (iii) your violation of applicable law, regulation, or third-party rights in connection with the AI Community; or (iv) any breach of your representations, warranties, or obligations under this Agreement.

Indemnification Procedure. BDO will provide you with prompt written notice of any indemnifiable claim; provided that any failure to provide prompt notice will not relieve you of your obligations under this Section 15 except to the extent you are materially prejudiced by such failure. BDO may, at its option, participate in the defense with counsel of its own choosing at its own expense. You will have sole control of the defense and settlement of the claim, except that you will not settle any claim in a manner that (i) imposes any obligation on, or admits any liability or wrongdoing by, any BDO Indemnitee, (ii) requires any BDO Indemnitee to take or refrain from taking any action, or (iii) does not include a full and unconditional release of the BDO Indemnitees, in each case without BDO’s prior written consent (not to be unreasonably withheld or delayed). BDO will reasonably cooperate with you in the defense and settlement of the claim at your expense.

Miscellaneous.

Arbitration. In the event that a dispute between the parties arises under or in connection with this Agreement or party’s performance or breach, including any dispute regarding the validity or enforceability of this Agreement or any portion of this Agreement (a “Covered Dispute”), the parties agree that it shall be resolved by mediation or arbitration held pursuant to the attached Dispute Resolution Policy. This paragraph does not apply to (x) any claims brought by a third party or to the rights to indemnity or contribution related to such claims which must be asserted in the forum in which the claim is pending or (y) any claim or dispute relating to services performed pursuant to an engagement letter, in which case the terms of the engagement letter shall govern. The parties agree that a breach of the intellectual property or confidential obligations in this Agreement may cause irreparable harm for which monetary damages would not be sufficient. Therefore, the parties agree that each would be entitled to seek an injunction or other equitable relief to prevent such breaches without posting bond and without forfeiting the right to arbitration to determine any other claims or damages.

Governing Law. This Agreement and any dispute between the parties is governed by and shall be enforced, construed and interpreted in accordance with the laws of the State of New York, without regard to conflict of laws principles. To the extent the attached dispute resolution policy provides for arbitration, the Federal Arbitration Act will govern the interpretation and enforcement of the arbitration provisions.

Assignment. You may not assign or transfer this Agreement, in whole or in part, whether by operation of law, change of control, merger, consolidation, sale of assets, or otherwise, without BDO’s prior written consent, and any attempted assignment in violation of this Section 16(c) is null and void, ab initio. BDO may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without your consent. BDO may use affiliates and third-party service providers to support or operate the AI Community; such use will not relieve you of your obligations under this Agreement.

Notices. Notices must be in writing and delivered by nationally recognized overnight courier and email as indicated below.

Notices to BDO: BDO USA, Attn: Office of the General Counsel, 200 Park Avenue, 38th Floor, New York, NY 10166 with a copy to [email protected].

Notices to AI Community Vendor: the email or address in the registration profile.

Relationship of the Parties. Nothing in this Agreement creates, or will be deemed to create, a partnership, joint venture, agency, fiduciary, employment, or other similar relationship between the parties. Neither party has authority to bind the other.

Entire Agreement; Changes. This Agreement (together with any documents incorporated by reference, including the attached dispute resolution policy and any AI Community guidelines referenced in this Agreement) and the Terms of Use [Author8] constitutes the entire agreement between the parties regarding the AI Community and supersedes all prior or contemporaneous understandings, proposals, communications, and agreements (whether oral or written) relating to its subject matter. In the event of a conflict between the terms of this Agreement, the AI Community Guidelines and/or the Terms of Use[Author9] , the terms of this Agreement will govern. BDO may update this Agreement from time to time by posting a revised version in the AI Community or by providing notice (including by email). Unless BDO specifies otherwise, any update will be effective on the date the revised version is posted or the notice is provided. Your continued access to or participation in the AI Community after the effective date of an update constitutes acceptance of the updated terms; if you do not agree to an update, your sole remedy is to discontinue participation in the AI Community and terminate this Agreement in accordance with this Agreement.

Severability; Waiver. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it enforceable (if permitted by law) while most closely reflecting the parties’ original intent. Any waiver must be in a writing signed by the waiving party and will be effective only in the specific instance and for the specific purpose for which it is given; a waiver of any breach will not be a waiver of any other breach.

Force Majeure. Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, labor disputes, war, terrorism, civil unrest, governmental actions, power or telecommunications failures, internet disruptions, or outages of third-party systems or service providers.

Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the context otherwise requires, the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. The word “or” shall not be exclusive, unless used in conjunction with “either” or the like. Each reference to “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.”

DISPUTE RESOLUTION POLICY

In the event of a CoveredDispute, the AI Community Vendor or BDO may, upon writtennotice to the other party request mediation to be conducted by a mutually agreed upon mediator. Such mediation will occur only if both BDO and the AI Community Vendor agrees to mediate the Covered Dispute. In such mediation, the parties will use their best efforts to discuss with each other in good faith their respective positions and, respecting their different interests, to finally resolve such dispute.

Each party may discloseany facts to the other party or to the mediator, whichit, in good faith, considers necessary to resolve the dispute. However, all such disclosures will be deemed in furtherance of settlement effortsand will not be admissible in any subsequent arbitration or litigation against the disclosing party.Except as agreedby both parties, the mediatorwill keep confidential all information disclosed during negotiations. The mediator may not act as a witness for either party in any subsequent arbitration between the parties.

The mediation will conclude within 60 days from receipt of the written notice unless extended by mutual consent.The parties may also agree at any time to terminate or waive mediation. The costs incurred by each party in the mediation will be borne by it; the fees and expenses of the mediator, if any, will be borne equally by the parties.

If eitherof the parties do not wish to take part in a mediation processor if any Covered Dispute cannot be resolved by mediation, then such dispute,controversy or claim will be settled by arbitration. The proceeding shall be governedby the laws of the State of New York and the then currentArbitration Rules for Commercial Disputes of the American Arbitration Association (“AAA”), except that no pre-hearing discovery will be permitted unless specifically authorized by the arbitration panel and will take place in the City of New York, New York, unless the parties agree to a different locale.

Such arbitration will be conducted before a single arbitrator chosen by the AAA. The arbitrator will award damages as set forth in the Agreement. The confidentiality provisions applicable to mediation will also apply to arbitration.

The award issued by the arbitrator may be confirmed in a judgment by any federal or state court of competent jurisdiction. All reasonable costs of both parties, as determined by the arbitrators, including (1) the fees and expenses of the AAA and the arbitrator, and (2) the costs, including reasonable attorneys’ fees, necessary to confirm the award in court will be borne entirely by the non-prevailing party (if one is designated by the arbitrator).

YOU AND BDO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING ("CLASS ACTION"). UNLESS BOTH YOU AND BDO AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST FOR RELIEF SHALL BE SEVERED AND BROUGHT IN COURT PURSUANT TO THE PARAGRAPH BELOW, AND ANY OTHER CLAIMS OR REQUESTS FOR RELIEF SHALL REMAIN IN ARBITRATION.

IFFOR ANY REASON THIS ARBITRATION PROVISION IS FOUND TO BE UNENFORCEABLE OR INAPPLICABLE TO ANY DISPUTE OR CLAIM BETWEEN THE PARTIES, SUCH DISPUTE SHALL BE RESOLVED EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK, AND THE PARTIES IRREVOCABLY SUBMIT THEMSELVES TO THE EXCLUSIVE AND PERSONAL JURISDICTION OF THOSE COURTS AND IRREVOCABLY WAIVE ANY RIGHTS THAT ANY SUCH PARTY MAY NOW OR HEREAFTER HAVE TO OBJECT TO SUCH JURISDICTION OR THE CONVENIENCE OF THE FORUM, AND WAIVE THE RIGHT TO A TRIAL BY JURY IN A PROCEEDING TO RESOLVE SUCH A DISPUTE.

Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief or other equitable relief from any court of competent jurisdiction to prevent or address an actual or threatened breach of this Agreement that would cause irreparable harm, including any actual or threatened breach relating to confidentiality, misuse of content, account security, unauthorized access, or intellectual property without the requirement to submit to arbitration or mediation under this policy. Seeking such relief will not be deemed a waiver of the obligation to arbitrate or mediate Covered Disputes.

PLEASE READ THE  FOLLOWING TERMS CAREFULLY. THESE TERMS OF USE, TOGETHER WITH THE BDO AI COMMUNITY EXECUTIVE AGREEMENT (IF YOU ARE A MEMBER) OR THE BDO AI COMMUNITY VENDOR PARTICIPATION AGREEMENT (IF YOU ARE A VENDOR) GOVERN YOUR USE, WHETHER AS A MEMBER OR VENDOR, OF THE BDO AI COMMUNITY WEBSITE AND OTHER SERVICES (DEFINED BELOW), AND FORM A BINDING AGREEMENT BETWEEN YOU AND BDO.  IF YOU DO NOT AGREE TO BE SUBJECT TO AND COMPLY WITH THESE TERMS, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE SERVICES.

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, AND WAIVE YOUR RIGHT TO A JURY TRIAL, AS MORE FULLY SET FORTH IN SECTION 15.

BDO AI Community Website Terms of Use

Effective Date: April 30, 2026

These Terms of Use (these “Terms”) govern your access to and use of the BDO AI Community website, online platform, and related content, features, webinars, events, and services (collectively, the “Services”), whether accessed through BDO directly or through a third‑party platform provider.

The Services are provided by BDO USA, P.C., a Virginia professional corporation (“BDO,” “we,” “us,” or “our”). By accessing or using the Services, clicking “I Agree,” creating an account, registering for membership, or otherwise indicating acceptance, you agree to be bound by these Terms.

  • Scope; Other Terms

These Terms apply to all visitors, registered users, and other persons who access or use the Services (“Users”). Certain features or portions of the Services may be subject to additional agreements, terms, policies, or guidelines made available by BDO from time to time (including community guidelines, event rules, and paid‑membership terms) (collectively, “Additional Terms”). These Terms are incorporated into the Additional Terms by reference. If you access a portion of the Services that is subject to Additional Terms, you will be required to agree to be bound by those Additional Terms, and if you do not agree, you will be unable to access certain features. BDO may make the Services available through a third‑party platform provider. Your use of any third‑party platform or software may be subject to the third party’s terms and policies, which are solely between you and that third party. As between you and BDO, these Terms govern your access to and use of the Services.

  • Eligibility; Accounts
  • Eligibility. The Services are intended for Vendors (as defined below), business executives, senior leaders, and other invited participants who are responsible for or actively involved in artificial intelligence strategy, governance, risk, technology, operations, compliance, or related functions. You must be at least 18 years old to use the Services. BDO may establish, interpret, and revise eligibility criteria and participation requirements in its sole discretion.
  • Authority to Bind an Organization. If you access or use the Services on behalf of an organization (for example, your employer), you represent and warrant that you have full authority to bind that organization to these Terms and that you are accessing and using the Services for the organization’s benefit. In that case, “you” and “your” refer to both you and the organization.
  • Admission and Continued Participation. Access to certain portions of the Services (including the community forums and member‑only content) is subject to BDO’s approval and may be granted, limited, conditioned, suspended, or revoked at any time in BDO’s sole discretion, including after acceptance or payment, and including for independence, conflicts, compliance, security, or reputational reasons, or for violation of these Terms or other agreements with BDO. BDO is not required to disclose the basis for such decisions.
  • Account Registration; Security. To access certain features, you may be required to create an account and provide accurate, current information, and you may be issued a login or other credentials. You are responsible for maintaining the confidentiality and security of your credentials and for all activity conducted through your account (whether authorized by you or not). You must promptly notify BDO of any suspected unauthorized access, compromise, or security incident relating to your account.
  • Community Purpose; Vendor Participation
  • Community Purpose. The BDO AI Community is a curated forum for discussion and learning regarding the deployment and governance of artificial intelligence in organizations. BDO may make available discussion forums, webinars, events, templates, tools, white papers, recordings, and other resources as part of the Services.
  • Vendor Participation. Certain third parties (including technology vendors, solution providers, or sponsors) may be invited by BDO to participate in limited ways (each, a “Vendor”), such as by providing demos, content, advertisements, or educational materials. Vendor participation is controlled by BDO. Vendors do not have unrestricted access to solicit business, send sales pitches, or contact members. BDO may restrict, remove, or condition Vendor participation at any time.
  • No Endorsement. Any Vendor content is provided for informational purposes only. BDO does not endorse, sponsor, or warrant any Vendor or any Vendor products or services, and any engagement between you and a Vendor is solely between you and the Vendor.
  • No Compensation Expectation. You acknowledge that you will not receive referral fees, commissions, rebates, or other compensation from BDO in connection with your participation in the Services or any in relation to any Vendor interactions, and nothing in the Services is intended to create any referral, brokerage, or agency relationship between you and BDO.
  • Acceptable Use; Community Guidelines
  • Guidelines. You agree to participate in a professional, respectful, and lawful manner and to comply with all community guidelines, including the community guidelines located at [____][Dechert10] , acceptable use rules, and other policies made available by BDO from time to time.
  • Prohibited Conduct. Without limiting other restrictions in these Terms, you will not:
  • use the Services for any unlawful purpose or in violation of any applicable law or regulation;
  • post, upload, transmit, or otherwise make available any content that is defamatory, harassing, threatening, discriminatory, hateful, obscene, or otherwise inappropriate;
  • impersonate any person or entity, misrepresent your affiliation, or provide false or misleading information;
  • use the Services to send unsolicited marketing messages or spam, or to solicit business, except as expressly authorized by BDO in writing;
  • use information learned through the Services (including contact information) to contact Users outside of the Services for sales, marketing, or solicitation purposes, except as expressly authorized by BDO in writing;
  • attempt to circumvent any access controls or usage limits, or attempt to access any portion of the Services to which you do not have authorized access;
  • interfere with or disrupt the Services, introduce malware, or attempt to probe, scan, or test the vulnerability of any system or network;
  • scrape, crawl, harvest, or collect information or content from the Services using automated means (including bots, scripts, or scrapers), except as expressly permitted by BDO in writing;
  • copy, record, screenshot, reproduce, distribute, or publicly display non‑public content from the Services, except as expressly permitted by BDO in writing;
  • use any content from the Services to develop, train, fine‑tune, or improve any artificial intelligence, machine learning, or similar models or systems, except as expressly permitted by BDO in writing;
  • infringe, misappropriate, or otherwise violate any intellectual property, privacy, confidentiality, or other rights of BDO or any third party; or
  • share your account credentials or allow any other person to access the Services using your account.
  • Enforcement; Monitoring. BDO may (but is not obligated to) monitor, review, or remove activity and content in the Services (including User Content), and may restrict functionality or suspend or terminate access at any time in its sole discretion, including to protect the integrity, security, and intended professional nature of the Services, to investigate suspected violations of these Terms, or to comply with applicable law, regulation, legal process, governmental requests, or professional obligations. BDO may preserve, retain, and disclose information and materials associated with the Services (including User Content, account and registration information, and communications) as BDO reasonably determines is necessary or appropriate to: (i) comply with law, regulation, legal process, or governmental inquiry; (ii) enforce these Terms and investigate or address potential violations; (iii) respond to claims that content violates third-party rights; or (iv) protect the rights, property, or safety of BDO, Users, Vendors, or the public, including to prevent or address fraud, security, or technical issues. BDO has no obligation to provide notice of any action taken under this Section 4(c) and will not be liable for any action or inaction taken in good faith under this Section 4(c).

  • Content; Intellectual Property
  • BDO Content. As between you and BDO, BDO (and its licensors) retains all right, title, and interest in and to the Services and all content, materials, data, text, graphics, templates, recordings, tools, and other resources made available by or on behalf of BDO through the Services (collectively, “BDO Content”), including all intellectual property and proprietary rights therein. For the avoidance of doubt, the term “BDO Content” includes content uploaded or posted by other participates in the BDO Ai Community.  Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise.
  • Limited License. Subject to your compliance with these Terms, during the period in which you are authorized to access and use the Services under these Terms, BDO grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and BDO Content solely for your internal business purposes in connection with your participation in the Services. Except as expressly permitted by BDO in writing, you may not copy, reproduce, distribute, publicly display, publicly perform, sell, rent, lease, sublicense, or create derivative works of any BDO Content, or remove, alter, or obscure any proprietary notices.
  • User Content. The Services may permit you to post, upload, transmit, or otherwise make available to and within the Services content, including messages, comments, materials, and information (collectively, “User Content”). You are solely responsible for your User Content and for any consequences of submitting it, including ensuring that you have all rights and permissions necessary to submit the User Content and to grant the rights in these Terms. You acknowledge that your User Content, including messages, comments and content posted to discussion forums, may be accessible to other participants of the Services. You represent and warrant that your User Content, and BDO’s use of your User Content as contemplated by these Terms, will not: (i) infringe, misappropriate, or otherwise violate any intellectual property, privacy, confidentiality, or other rights of any person; (ii) violate any applicable law or regulation; or (iii) include sensitive, regulated, or third-party confidential information that you are not authorized to disclose (including client confidential information). BDO does not endorse, control, or assume responsibility for User Content, and has no obligation to pre-screen, monitor, or remove User Content (except as BDO elects to do so in its discretion under these Terms).
  • License to BDO. By submitting User Content, you grant BDO and its affiliates, and each of their respective service providers (including any platform provider), a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable, and sublicensable license to host, store, reproduce, process, modify (for formatting and technical purposes only), display, perform, distribute, and otherwise use your User Content (i) to operate, administer, maintain, secure, and improve the Services; (ii) to make your User Content available within the Services as part of the community experience; and (iii) to create and use aggregated and/or de-identified insights, learnings, and trends derived from use of the Services (collectively, “Usage Data”), in each case without obligation to you. BDO owns all right, title, and interest in and to the Usage Data, including all intellectual property and proprietary rights therein. BDO may remove or restrict access to any User Content at any time in its sole discretion.
  • Feedback. If you provide ideas, suggestions, or feedback regarding the Services (“Feedback”), you agree that BDO may use the Feedback without restriction or obligation, and you hereby assign to BDO (or, if assignment is not permitted, grant BDO a perpetual, irrevocable, worldwide, exclusive, royalty-free, transferable and sublicensable license to use) all rights in such Feedback and any improvements or derivative works based on it.
  • Trademarks. BDO’s names, trademarks, service marks, logos, and other brand features are owned by BDO or its licensors. Nothing in these Terms grants you any right to use BDO’s trademarks or logos without BDO’s prior written consent.

  • Confidentiality
  • Community Confidentiality. The Services are intended to be a private forum. You agree to treat BDO Content and discussions, materials, and information obtained through or in connection with the Services as confidential (“Confidential Community Information”) and to use such information solely for your internal business purposes and participation in the Services. You will not disclose Confidential Community Information to any third party without BDO’s prior written consent.
  • Exclusions. Your obligations of confidentiality under this Section 5 do not apply to information that you can demonstrate by contemporaneous written records: (i) is or becomes publicly available through no breach of these Terms by you or your representatives; (ii) is independently developed by you without use of Confidential Community Information; (iii) is rightfully received by you on a non-confidential basis from a third party without breach of any confidentiality obligation; or (iv) is approved for release in writing by the disclosing party.
  • Required Disclosures. BDO may disclose Confidential Community Information (including User Content) to its affiliates, personnel, professional advisors, and service providers (including any platform provider) who have a need to know to operate, support, secure, or enforce the Services, provided they are subject to confidentiality obligations consistent with these Terms. In addition, either party may disclose Confidential Community Information and User Content to the extent required by applicable law, regulation, legal process, court order, governmental inquiry, or professional standards; provided that, to the extent legally permitted, the disclosing party will (i) provide the other party prompt notice and (ii) reasonably cooperate (at the other party’s expense) in seeking confidential treatment or a protective order. Any such disclosure will be limited to the minimum extent required.
  • No Sensitive Disclosures. You will not post or transmit through the Services any confidential information, client information, regulated data, trade secrets, personal information (except your business contact registration information), or other sensitive information (whether yours or a third party’s). You are solely responsible for ensuring that your User Content complies with all applicable confidentiality, privacy, contractual, and legal obligations.
  • Remedies. You acknowledge that unauthorized use or disclosure of Confidential Community Information may cause irreparable harm for which monetary damages may be insufficient, and BDO may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

  • Privacy
  • Data Practices. BDO and its service providers (including any platform provider) may collect, access, use, process, transfer, store, disclose and otherwise handle information relating to you (including personal data) in connection with providing and administering the Services, communicating with you about the Services, processing payments, performing conflicts and independence checks, maintaining security, improving the Services and creating and using aggregated and/or de-identified insights and trends derived from use of the Services.
  • Privacy Notice. BDO’s Privacy Policy [Author11] (as updated from time to time) describes BDO’s general data practices and may provide additional details about the categories of information collected and how information is used and disclosed.
  • Cross-Border Transfers. The Services may be hosted and supported using systems and service providers located in the United States and other jurisdictions. As a result, information may be transferred to and processed in jurisdictions that may have different data protection laws than your jurisdiction.

  • Paid Memberships
  • Paid Features. Certain portions of the Services may require payment of membership fees or other charges. If you purchase a membership or paid feature, you agree to pay all applicable fees and taxes and to provide complete and accurate billing information.
  • Additional Payment Terms. Payment terms, renewal terms, and any refund policies (if any) may be described at the point of purchase and/or in separate written terms provided by BDO. Unless otherwise required by applicable law or expressly stated by BDO in writing, fees are non‑cancelable and non‑refundable.
  • Suspension for Non-Payment. BDO may suspend or terminate access to paid portions of the Services for any overdue amounts or payment disputes.

  • Third-Party Content and Links

The Services may include third‑party content, links, integrations, or materials (including Vendor materials). BDO does not control and is not responsible for third‑party content or third‑party services. Your use of third‑party content or services is at your own risk and may be subject to the third party’s terms and policies.

  • Suspension; Termination
  • Suspension/Termination by BDO. BDO may, in its sole discretion and without liability, suspend, restrict, or terminate your access to the Services (in whole or in part), and/or terminate these Terms, at any time, with or without notice, including for any breach of these Terms, non‑payment, security concerns, or compliance, independence, conflicts, or reputational considerations.
  • Termination by You. You may discontinue use of the Services at any time. If you have a paid membership, termination may be subject to the applicable payment and renewal terms.
  • Effect of Termination. Upon termination or suspension, your right to access the Services and BDO Content will cease or be restricted. You must promptly discontinue use of the Services and delete or destroy any copies of BDO Content in your possession or control, except to the extent retention is required by law. BDO may, but will not be required to, remove or disable access to User Content, and may retain information as described in its privacy notice and as necessary to comply with legal, regulatory, or professional obligations.

  • Disclaimers
  • No Professional Advice. The Services and any content made available through the Services are provided for general informational and discussion purposes only and do not constitute accounting, audit, tax, legal, investment, cybersecurity, or other professional advice. Participation in the Services does not create a client relationship, fiduciary relationship, or professional engagement relationship with BDO. You are solely responsible for decisions made and actions taken based on information obtained through the Services.
  • Disclaimer of Warranties. THE SERVICES, THE PLATFORM (INCLUDING ANY PLATFORM PROVIDER SERVICES), THE BDO CONTENT, ANY USER CONTENT, ANY THIRD‑PARTY CONTENT, AND ALL OTHER MATERIALS OR INFORMATION MADE AVAILABLE IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BDO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AVAILABILITY, AND THAT USE OF THE SERVICES WILL BE SECURE OR ERROR‑FREE. WITHOUT LIMITING THE FOREGOING, BDO DOES NOT WARRANT THAT THE SERVICES OR ANY CONTENT (i) WILL BE UNINTERRUPTED, TIMELY, OR FREE OF ERRORS OR HARMFUL COMPONENTS, (ii) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (iii) BE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS, OR (iv) RESULT IN ANY PARTICULAR OUTCOME, BENEFIT, OR BUSINESS RESULT. YOU ASSUME ALL RISK ARISING FROM YOUR ACCESS TO AND USE OF THE SERVICE, THE PLATFORM, AND ANY CONTENT, INCLUDING ANY RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES.

  • Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BDO (OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF THE BDO CONTENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BDO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY (OR ON BEHALF OF) YOU TO BDO FOR PAID ACCESS TO THE SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

YOU ACKNOWLEDGE THAT THE FEES (IF ANY) REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS, THAT THE LIMITATIONS IN THIS SECTION 12 ARE AN ESSENTIAL BASIS OF THE BARGAIN, AND THAT BDO WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS. NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY TO THE EXTENT IT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

  • Indemnification
  • Indemnity Obligation. You will indemnify, defend, and hold harmless BDO and its affiliates, and each of their respective partners, directors, officers, employees, contractors, vendors, service providers, suppliers and agents (collectively, the “BDO Indemnitees”), from and against any and all third‑party claims, demands, actions, suits, proceedings, damages, losses, liabilities, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (i) your User Content; (ii) your access to or use of the Services; (iii) your violation of applicable law, regulation, or third‑party rights in connection with the Services; or (iv) any breach of your representations, warranties, or obligations under these Terms.
  • Indemnification Procedure. BDO will provide you with prompt written notice of any indemnifiable claim; provided that any failure to provide prompt notice will not relieve you of your obligations under this Section 13 except to the extent you are materially prejudiced by such failure. BDO may, at its option, participate in the defense with counsel of its own choosing at its own expense. You will have sole control of the defense and settlement of the claim, except that you will not settle any claim in a manner that (i) imposes any obligation on, or admits any liability or wrongdoing by, any BDO Indemnitee, (ii) requires any BDO Indemnitee to take or refrain from taking any action, or (iii) does not include a full and unconditional release of the BDO Indemnitees, in each case without BDO’s prior written consent (not to be unreasonably withheld or delayed). BDO will reasonably cooperate with you in the defense and settlement of the claim at your expense.

  • Intellectual Property

BDO respects the intellectual property rights of others and expects Users to do the same. BDO may remove or disable access to content alleged to be infringing and may terminate accounts of repeat infringers in appropriate circumstances.

If you believe that any content in the Services infringes any copyright or other intellectual property rights of you or a third party, please send a notice to BDO’s designated contact with sufficient information to allow BDO to locate the material and evaluate your claim. Your notice should include all of the following: (i) identification of the copyrighted work or other right claimed to be infringed; (ii) identification of the material claimed to be infringing and information reasonably sufficient to permit BDO to locate the material; (iii) your contact information; (iv) a statement that you have a good‑faith belief that the disputed use is not authorized; and (v) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act on behalf of the owner.

BDO’s designated contact for copyright and intellectual property complaints is: [email protected].

  • Dispute Resolution
  • Informal Resolution. The parties will attempt in good faith to resolve disputes informally before initiating formal proceedings. Either party may initiate informal resolution by providing written notice describing the issue in reasonable detail. The parties will use good‑faith efforts to resolve the dispute through discussions between individuals with authority to settle the dispute.
  • Arbitration. Except as set forth in Section 15(c), any dispute, claim, or controversy arising between the parties out of or relating to these Terms or the Services or your use of the Services, including the validity, enforceability, or scope of these Terms (a “Covered Dispute”), will be resolved by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by these Terms. The arbitration will be conducted by a single arbitrator. The seat (legal place) of arbitration will be New York, New York, and the arbitration will be conducted in English. Judgment on the award may be entered in any court having jurisdiction.
  • Exclusions. Section 15(b) does not apply to: (i) claims brought by a third party or rights to indemnity or contribution related to such third‑party claims, which must be asserted in the forum in which the third‑party claim is pending; or (ii) any claim or dispute relating to services performed pursuant to an engagement letter, statement of work, or other written engagement documentation with BDO, in which case the terms of that engagement documentation will govern.
  • Class Action Waiver.  YOU AND BDO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING ("CLASS ACTION"). UNLESS BOTH YOU AND BDO AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST FOR RELIEF SHALL BE SEVERED AND BROUGHT IN COURT PURSUANT TO SECTION 15(e), AND ANY OTHER CLAIMS OR REQUESTS FOR RELIEF SHALL REMAIN IN ARBITRATION.
  • Unenforceability.  IF FOR ANY REASON THIS ARBITRATION PROVISION IS FOUND TO BE UNENFORCEABLE OR INAPPLICABLE TO ANY DISPUTE OR CLAIM BETWEEN THE PARTIES, THE PARTIES HEREBY AGREE THAT SUCH DISPUTE SHALL BE RESOLVED EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK, AND THE PARTIES IRREVOCABLY SUBMIT THEMSELVES TO THE EXCLUSIVE AND PERSONAL JURISDICTION OF THOSE COURTS AND IRREVOCABLY WAIVE ANY RIGHTS THAT ANY SUCH PARTY MAY NOW OR HEREAFTER HAVE TO OBJECT TO SUCH JURISDICTION OR THE CONVENIENCE OF THE FORUM, AND WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING TO RESOLVE SUCH A DISPUTE.
  • Equitable Relief. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief or other equitable relief from any court of competent jurisdiction to prevent or address an actual or threatened breach of these Terms that would cause irreparable harm, including any actual or threatened breach relating to confidentiality, misuse of content, account security, unauthorized access, or intellectual property. Seeking such relief will not be deemed a waiver of the obligation to arbitrate Covered Disputes.
  • Governing Law. These Terms are governed by and shall be enforced, construed and interpreted in accordance with the laws of the State of New York, without regard to conflict of laws principles that would require the application of the laws of any other state. To the extent Section 15(b) applies, the Federal Arbitration Act will govern the interpretation and enforcement of the arbitration provisions.

  • Miscellaneous
  • Changes to the Service and Terms. BDO may modify, suspend, or discontinue the Services (in whole or in part) at any time, and may update these Terms from time to time by posting a revised version or providing notice (including by email). Unless BDO specifies otherwise, updates are effective when posted. Your continued access to or use of the Services after the effective date of an update constitutes acceptance of the updated Terms. If you do not agree, you must discontinue use of the Services.
  • Electronic Communications. You consent to receive communications from BDO electronically (for example, by email or through the Services). You agree that all agreements, notices, disclosures, and other communications that BDO provides electronically satisfy any legal requirement that such communications be in writing.
  • Notices. Notices to BDO under these Terms must be in writing and delivered by nationally recognized overnight courier to: BDO USA, Attn: Office of the General Counsel, 200 Park Avenue, 38th Floor, New York, NY 10166 with a copy to [email protected]. Notices to you may be provided to the email address associated with your account or registration profile.
  • Assignment. You may not assign or transfer these Terms, in whole or in part, without BDO’s prior written consent, and any attempted assignment in violation of this Section 16(d) is null and void, ab initio. BDO may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
  • Relationship of the Parties. Nothing in these Terms creates, or will be deemed to create, a partnership, joint venture, agency, fiduciary, employment, or other similar relationship between the parties. Neither party has authority to bind the other.
  • Entire Agreement. These Terms (together with any Additional Terms and any other agreements with BDO applicable to your participation in and use of the BDO AI Community website) constitute the entire agreement between you and BDO regarding the Services and supersede all prior or contemporaneous understandings and communications regarding the Services.
  • Severability; Waiver. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it enforceable (if permitted by law) while most closely reflecting the parties’ original intent. Any waiver must be in a writing signed by the waiving party and will be effective only in the specific instance and for the specific purpose for which it is given; a waiver of any breach will not be a waiver of any other breach.
  • Force Majeure. Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, labor disputes, war, terrorism, civil unrest, governmental actions, power or telecommunications failures, internet disruptions, or outages of third‑party systems or service providers.
  • Export Control and Sanctions. We control and operate these Services from our offices in the United States of America. We do not represent that materials provided through the Services, or the Services themselves, are appropriate or available for use in other locations. Persons who choose to access the Services from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not access or use the Services in violation of applicable export controls, trade sanctions, or embargoes. You represent that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and you are not a prohibited person under applicable sanctions or export control laws.
  • Survival. Sections 5 through 16 (and any other provisions that by their nature should survive) will survive any suspension or termination of these Terms.
  • Contact. If you have questions about these Terms or the Services, please contact BDO at [email protected].
  • Interpretation.  The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms. Unless the context otherwise requires, the words “include,” “includes” or “including” are used in these Terms, they shall be deemed to be followed by the words “without limitation.” “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in these Terms, shall refer to these Terms as a whole and not to any particular section or article in which such words appear. The word “or” shall not be exclusive, unless used in conjunction with “either” or the like. Each reference to “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.”

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