XBRL API and Public Filings Database Terms of Agreement

This XBRL API and XBRL US Public Filings Database Terms of Service Agreement (this “Agreement”) is between XBRL US, Inc. (“XBRL US”) and you for the purpose of defining terms and conditions pursuant to which you may access and use the XBRL API and data from the XBRL US Public Filings Database. Use of any API credentials issued to your XBRL US Web account constitutes full consent and agreement with the terms of this Agreement.

You also agree that your use of the XBRL API and data from the XBRL US Public Filings Database is also subject to the XBRL US Terms of Agreement regarding the Web site at https://xbrl.us/terms-of-agreement, and that agreement is hereby incorporated into this Agreement.

XBRL US reserves the right, from time to time, with or without notice to you, to change this Agreement in its sole and absolute discretion. The most current version of this Agreement will supersede all previous versions. Your use of the XBRL API and data from the XBRL US Public Filings Database after changes are made will constitute your agreement to such changes.

BY ACCESSING OR USING THE XBRL API TO RETRIEVE DATA FROM THE XBRL US DATABASE OF PUBLIC FILINGS, 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 API.

1. GRANT OF LICENSE. Unless otherwise agreed to in writing and exclusive of Sole Practitioner Individual Members and individuals employed by Organizational Members of XBRL US (including SEC Filer Members), you may access and use the XBRL API to access and analyze data from the XBRL US Database of Public Filings for the sole purpose of your individual, private, non-commercial and non-distributable research and development related to XBRL data.
   
   
2. CERTAIN ADDITIONAL LIMITATIONS. You may not use any XBRL US Internet-based services associated with the XBRL API 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 API and all elements thereof. The XBRL API is protected by copyright and other intellectual property laws and treaties. Use of the XBRL API pursuant hereto is by way of license, and is not sold. This Agreement does not grant you any rights to trademarks or service marks of XBRL. By using the XBRL API you agree that the XBRL API 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, DISASSEMBLY AND REPLICATION. You shall not reverse engineer, decompile, disassemble or replicate the XBRL API any element thereof, nor any scripts associated with tools XBRL US or its staff provides to connect with XBRL API (eg. Google Sheet add-on, Excel add-in). You shall not use the XBRL API to copy or transfer data retrieved from the XBRL US Database of Public Filings to another database or computer not expressly authorized by XBRL US to host, in whole or in part, data retrieved from the XBRL US Database of Public Filings via the XBRL API.
   
   
5. CONSENT TO USE OF DATA. You agree that XBRL US and its affiliates may collect, use and share information gathered: as part of your registration and use of resources under this Agreement (including your name, email address and organizational affiliation) and/or; for product support services that may be provided to you (if any), related to the XBRL API.
   
   
6. ADDITIONAL PRODUCTS/SERVICES. XBRL US reserves the right to change and/or substitute all or any part of the XBRL API at any time. This Agreement 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 API 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 API 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 API, 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 Agreement at any time, without cause. XBRL US has no obligation to reinstate access for a terminated applicant. Upon termination, you must destroy all copies of the XBRL API in your possession and all of its component parts.
   
   
9. DISCLAIMER OF WARRANTIES. ALL PARTIES ACKNOWLEDGE THAT THE XBRL API (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 API (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 API REMAINS SOLELY RESPONSIBLE FOR ITS APPLICATION(S) AND THEIR CONTENT, AND XBRL US DISCLAIMS ANY WARRANTY THAT ANY DATA OR ANALYTICS PRODUCED THROUGH THE USE OF THE XBRL API 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 API, 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 API for any 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), XBRL US and any of its suppliers under any provision of this Agreement and your exclusive remedy hereunder shall not be liable to you for any funds. 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 API pursuant hereto, this Agreement 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 Agreement is governed by the laws of the District of Columbia, without regard to the conflict of law provisions thereof.