By clicking on the "Agree and Subscribe" button below, you:

    (i) Certify that you are the individual or an authorized employee or agent of the company identified below – hereinafter referred to as the "Subscriber":

    Subscription Primary Contact:

    (ii) Certify the information you have provided herein is accurate; and
    (iii) Agree to be bound and abide by the terms and conditions of this Service Agreement.

    This Service Agreement is by and between Subscriber and XBRL US, Inc. ("XBRL US").

    1. XBRL Consistency Suite.

      For purposes of this Agreement, the term "XBRL Consistency Suite" means all technical data, software, documentation, rules, addendum taxonomies, manuals, instructional materials, Internet-based services, and support services that XBRL US, in its sole discretion, may make available to Subscriber for the preparation and/or review of XBRL-formatted financial statements.

    2. Scope of Subscription to XBRL Consistency Suite.
      Subscriber (and its authorized agents who participate jointly with Subscriber in the preparation and issuance of financial statements) may access and use XBRL Consistency Suite (with XBRL Consistency Checks) for the subscribed Central Index Key(s) ("CIK"), indicated in Exhibit B-1, during any time period covered by an annual or quarterly subscription fee paid by Subscriber or an authorized reseller of XBRL.

      Exhibit B-1 may be amended to include names and CIKs of additional entities that the Subscriber wishes to be covered by a subscription to XBRL Consistency Suite, and to indicate payment of an Annual Subscription Fee on behalf of such entity.

      Subscriber shall not use the XBRL Consistency Suite on behalf of (i) any entity that is not identified on Exhibit B-1 with a CIK, or (ii) any entity identified on Exhibit B-1 with a CIK, but for which all annual or quarterly subscription Fees have not been paid.

    3. Subscriber Rights to Access and Use XBRL US Consistency Suite.

      Subscriber (and its authorized agents or customers who participate jointly with Subscriber in the preparation and issuance of financial statements), beginning on the relevant activation date and ending one year thereafter, is entitled to:

      1. access and use the XBRL Consistency Suite for the preparation and issuance of financial statements on behalf of the Subscriber associated with the particular CIK; provided, however, that any Subscriber access to and use of the XBRL Consistency Suite shall be governed by and solely in accordance with the terms and conditions of the XBRL Consistency Suite End-User License Agreement ("EULA") that is attached as Attachment I hereto and which is hereby incorporated into and made an integral part of this Service Agreement; and

      2. access and use XBRL Consistency Suite support services for a period of two hours per year per CIK without charge (and additional hours at the rate of $250 per hour); provided that any Subscriber access to and use of the XBRL Consistency Suite shall be governed by and solely in accordance with the terms and conditions of the EULA.

    4. Activation of Subscriptions.
      Upon acceptance of this Agreement, XBRL US, shall activate the XBRL Consistency Suite subscription as soon as practicably possible (normally within no more than one business day)

    5. Termination.
      This Service Agreement (including this EULA) and all rights and duties hereunder shall cease and terminate upon the occurrence of any of the following events:

      1. XBRL US terminates this Service Agreement in whole or in part upon breach by Subscriber of any provision of this Agreement (including any breach for non-payment of subscription fee or breach of the EULA) (a "For-cause Termination"). In the event of a For-cause Termination, XBRL US shall not be liable to Subscriber to refund all or any portion of any annual subscription fee paid by Subscriber to XBRL US or any authorized reseller.

      2. XBRL US may terminate this Service Agreement at any time upon refund of a pro-rated portion of the annual subscription fee. XBRL US has no obligation to renew any subscription.

      Upon termination, Subscriber must destroy all copies of the XBRL Consistency Suite and all of its component parts.

    6. Governing Law.
      This Agreement is governed by the laws of the District of Columbia, without regard to the conflict of law provisions thereof.

    Exhibit B-1 - Subscriber Company Name and Central Index Key(s) to Register (CIKs); for multiple CIK registrations, please separate each company/CIK pairing with a semi-colon.

    Please identify the company(ies), by name and CIK, for which you'd like to subscribe to the XBRL Consistency Suite; enter one company (name and CIK) per line.

    EXHIBIT B-2

    XBRL CONSISTENCY SUITE
    END-USER LICENSE AGREEMENT

    This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a company or other organization) (the "End User") and XBRL US, Inc. ("XBRL US") and governs your access to use of XBRL US’s XBRL Consistency Suite (including any and all technical data, software, documentation, manuals, instructional materials, related Internet-based services, and support services included therein), irrespective of whether the XBRL US Consistency Suite is hosted on an XBRL US server or on your own server.

    BY ACCESSING OR USING XBRL CONSISTENCY SUITE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH
    HEREIN. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE XBRL CONSISTENCY SUITE.

    1. GRANT OF LICENSE.You may access and use the XBRL Consistency Suite for the sole purpose of preparing and/or reviewing XBRL-formatted financial statements for or on behalf of the Subscriber identified in any Service Agreement to which this EULA is Exhibit A; provided that the Service Agreement remains valid, the subscription fee has been fully paid by or on behalf of the company for which the XBRL US Consistency Suite is accessed and used, and provided the Subscriber and said company are in full compliance with the Service Agreement (including this EULA).Notwithstanding the foregoing, a member in good standing of XBRL US or any entity that has a fully paid up subscription to use the XBRL Consistency Suite may use the "Taxonomy View and Compare" and "Company Filings Analysis" features of the XBRL Consistency Suite solely for the purpose of reviewing XBRL-formatted financial statements of any company; provided, however, that such rights shall cease and be terminated upon breach by said member or entity of any provision of any XBRL Consistency Suite EULA.
    2. CERTAIN ADDITIONAL LIMITATIONS.You may not use any XBRL US Internet-based services associated with the XBRL Consistency Suite in any manner that could damage, disable, overburden, or impair such services or interfere with any other party’s use and enjoyment of them. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Internet-based services.
    3. RESERVATION OF RIGHTS AND OWNERSHIP.XBRL US owns and reserves to itself all right, title and interest in the XBRL Consistency Suite and all elements thereof.The XBRL Consistency Suite is protected by copyright and other intellectual property laws and treaties.Use of the XBRL Consistency Suite pursuant hereto is by way of license, and is not sold.This EULA does not grant you any rights to trademarks or service marks of XBRL.By using the XBRL Consistency Suite you agree that the XBRL Consistency Suite and all of its elements remain the sole property of XBRL US and cannot be resold, redistributed or used for any purpose other than as specifically described herein.
    4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.You shall not reverse engineer, decompile, decrypt, or disassemble the XBRL Consistency Suite or any element thereof.You shall not copy or transfer the XBRL Consistency Suite or any element to any computer not expressly authorized by XBRL US to host, in part, the XBRL Consistency Suite.
    5. CONSENT TO USE OF DATA.You agree that XBRL US and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the XBRL Consistency Suite. XBRL US may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
    6. ADDITIONAL PRODUCTS/SERVICES.XBRL US reserves the right to change and/or substitute all or any part of the XBRL Consistency Suite at any time. This EULA applies to any such changes and substitutions as well as to any additional updates, supplements, add-on elements, or Internet-based services components, of the XBRL Consistency Suite that XBRL US may provide to you or make available to you, unless they are accompanied by separate terms.
    7. EXPORT RESTRICTIONS.You acknowledge that the XBRL Consistency Suite is subject to U.S. export control jurisdiction.You agree to comply with all applicable international and national laws that apply to the use or export of XBRL Consistency Suite, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
    8. TERMINATION. XBRL US reserves the right to terminate this EULA upon breach by the End User of any provision of this EULA.XBRL US reserves the right to terminate this Service Agreement at any time upon refund of a pro-rated portion of any applicable Annual Subscription Fee.XBRL US has no obligation to renew any subscription. Upon termination, you must destroy all copies of the XBRL Consistency Suite and all of its component parts.
    9. DISCLAIMER OF WARRANTIES. ALL PARTIES ACKNOWLEDGE THAT THE XBRL CONSISTENCY SUITE (INCLUDING ALL ELEMENTS THEREOF) IS PROVIDED ON AN "AS IS" BASIS AND XBRL US DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR TITLE; OR ANY WARRANTY THAT THE USE OF THE XBRL CONSISTENCY SUITE (OR ANY ELEMENT THEREOF) WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS.ALL PARTIES ACKNOWLEDGE THAT A COMPANY THAT USES THE XBRL CONSISTENCY SUITE REMAINS SOLELY RESPONSIBLE FOR ITS FINANCIAL STATEMENTS AND THEIR CONTENT, AND XBRL US DISCLAIMS ANY WARRANTY THAT SUCH FINANCIAL STATEMENTS COMPLY WITH GOVERNMENT REGULATIONS OR ANY OTHER REQUIREMENT.
    10. LIMITATION OF LIABILITY.IN NO EVENT WILL XBRL US BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER UNDER CONTRACT, TORT, WARRANTY OR OTHERWISE, ARISING IN ANY WAY OUT OF THE USE OF THE XBRL CONSISTENCY SUITE, OR THE PERFORMANCE OR IMPLEMENTATION OF THE CONTENTS THEREOF OF ANY TYPE WHATSOEVER, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
    11. INDEMNIFICATION.You shall indemnify and hold XBRL US harmless from all claims, damages, causes of action and expense (including reasonable attorneys’ fees) incurred by XBRL US in respect to any access to or use by you of the XBRL Consistency Suite for the preparation of XBRL-formatted financial statements, whether for submission pursuant to Government regulations or any other purpose.
    12. REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of XBRL US and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder shall be limited tothe amount of Annual Subscription Fees actually paid by you or on your behalf for the XBRL Consistency Suite .The foregoing limitations, exclusions and disclaimers (including Sections 9 and 10) shall apply to the maximum extent permitted by applicable law.
    13. U.S. GOVERNMENT LICENSE RIGHTS. In the event that any U.S. Governmental entity seeks to use the XBRL Consistency Suite pursuant hereto, this EULA shall be acknowledged as a commercial license and the Government shall receive no license rights except the commercial license rights and restrictions described herein.
    14. APPLICABLE LAW. This EULA is governed by the laws of the District of Columbia, without regard to the conflict of law provisions thereof.

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