XBRL Filings Database Grant of Use Application

This resource is a benefit of XBRL US Membership. By completing the form fields below and clicking on the "Agree and Register" button, you:

(i) Certify that you are the individual requesting access to the XBRL US Database for research and development purposes - herinafter referred to as the "Applicant":

(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 Grant of Use.

This Grant of Use Agreement ("Agreement") is by and between Applicant and XBRL US, Inc. ("XBRL US"). BY ACCESSING OR USING THE XBRL US DATABASE – INCLUSIVE OF STATIC SNAPSHOTS OR HOSTED INSTANCES – YOU HEREBY 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 US DATABASE.

1. XBRL US Database.

   For purposes of this Agreement, the term "XBRL US Database" means all technical data, software, documentation, manuals, instructional materials, Internet-based services, and support services that XBRL US, in its sole discretion, may make available to Applicant for the purpose of private, non-commercial research and development.

2. Scope of Grant of Use of XBRL US Database.

   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. The following terms apply to all XBRL US Database of Public Filings Users:

   • CERTAIN ADDITIONAL LIMITATIONS. You may not use any XBRL US Internet-based services associated with the XBRL US Database 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.

   • RESERVATION OF RIGHTS AND OWNERSHIP. XBRL US owns and reserves to itself all right, title and interest in the XBRL US Database and all elements thereof. The XBRL US Database is protected by copyright and other intellectual property laws and treaties. Use of the XBRL US Database 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 US Database you agree that the XBRL US Database 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.

   • LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You shall not reverse engineer, decompile, or disassemble the XBRL US Database or any element thereof. You shall not copy or transfer the XBRL US Database or any element to any computer not expressly authorized by XBRL US to host, in part, the XBRL US Database.

   • 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 that may be provided to you, if any, related to the XBRL US Database.

   • ADDITIONAL PRODUCTS/SERVICES. XBRL US reserves the right to change and/or substitute all or any part of the XBRL US Database 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 US Database that XBRL US may provide to you or make available to you, unless they are accompanied by separate terms.

   • EXPORT RESTRICTIONS. You acknowledge that the XBRL US Database 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 US Database, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

3. Term and Termination.

   This Agreement and all rights and duties hereunder are valid for perpetually renewable one-year terms at the discretion of XBRL US. XBRL US reserves the right to terminate this Agreement upon breach by the End User of any provision of this Agreement. XBRL US has no obligation to reinstate access for a terminated applicant. In addition to reserving The right to suspend or terminate access at any time without cause, XBRL US shall cease and terminate upon the occurrence of any of the following events:

   • XBRL US may periodically contact the applicant by phone or email for an update on usage; failure to respond in a timely manner will result in termination of this Agreement

   • XBRL US reserves the right to terminate this Agreement in whole or in part upon breach by Applicant of any provision of this Agreement or any breach of XBRL US Terms of Agreement or Privacy Policy guidelines listed at https://xbrl.us/legal - a "for-cause termination".

   Upon termination, you must destroy all copies of the XBRL US Database in your possession and all of its component parts.

4. Disclaimer of Warranties.

   ALL PARTIES ACKNOWLEDGE THAT THE XBRL US DATABASE (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 US DATABASE (OR ANY ELEMENT THEREOF) WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. ALL PARTIES ACKNOWLEDGE THAT AN INDIVIDUAL OR COMPANY THAT USES THE XBRL US DATABASE REMAINS SOLELY RESPONSIBLE FOR ITS APPLICATION(S) AND THEIR CONTENT, AND XBRL US DISCLAIMS ANY WARRANTY THAT ANY DATA OR ANALYTICS PRODUCED COMPLY WITH GOVERNMENT REGULATIONS OR ANY OTHER REQUIREMENT.

5. 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 US DATABASE, 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.

6. 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 US Database for any purpose.

7. 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.

8. U.S. Government License Rights.

   In the event that any U.S. Governmental entity seeks to use the XBRL US Database 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.

9. Applicable Law.

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

By using this form you agree with the storage and handling of your data by XBRL US.