The primary contact of an XBRL US SEC Filer Member must:
(i) Certify that you are the individual or an authorized employee or agent of a public company (hereinafter referred to as the “Filer Member”)
(ii) Certify the information provided is accurate; and
(iii) Review and agree to be bound and abide by the terms and conditions for use of the SEC Filer Member Ruleset.
This Membership Agreement is by and between Filer Member and XBRL US, Inc. (“XBRL US”).
- SEC Filer Member Ruleset.
For purposes of this Agreement, the term “SEC Filer Member Ruleset” 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 Filer Member for the preparation and/or review of XBRL-formatted financial statements.
- Scope of SEC Filer Member Ruleset.
Filer Member (and its authorized agents who participate jointly with Filer Member in the preparation and issuance of financial statements) may access and use the SEC Filer Member Ruleset Service on behalf of any company listed on the SEC Filer Membership registration during any time period that its Central Index Key (“CIK”) is covered by an Annual Membership Fee paid by Filer Member.The SEC Filer Membership registration may be amended to include names and CIKs of additional entities that the Filer Member wishes to analyze with the SEC Filer Member Ruleset, and to indicate payment of an additional fee on behalf of such entity.Filer Member shall not use the SEC Filer Member Ruleset on behalf of (i) any entity that is not identified as part of its SEC Filer Membership registration with a CIK, or (ii) any entity identified as part of its SEC Filer Membership registration with a CIK, but for which fees have not been paid.
- Filer Member Rights to Access and Use.
Filer Member (and its authorized agents or customers who participate jointly with Filer Member in the preparation and issuance of financial statements), beginning on the relevant Activation Date and ending one year thereafter, is entitled to:
- access and use the SEC Filer Member Ruleset for the preparation and issuance of financial statements on behalf of the company associated with the particular CIK; provided, however, that any Filer Member access to and use of the SEC Filer Member Ruleset shall be governed by and solely in accordance with the terms and conditions of the SEC Filer Member Ruleset End-User License Agreement (“EULA”) that is attached as Exhibit B hereto (which is hereby incorporated into and made an integral part of this Service Agreement); and
- access to confidential SEC Filer Member Ruleset support services for a period of two hours per year per CIK without charge (and additional hours at the rate of $250 per hour); again, provided that any Filer Member access to and use of the SEC Filer Member Ruleset shall be governed by and solely in accordance with the terms and conditions of the EULA.
- Activation of Membership Benefits.
Upon acceptance of this Agreement (or amendment of the SEC Filer Membership registration) and payment to XBRL US of the applicable Annual Membership Fee, XBRL US, shall activate the SEC Filer Member Ruleset as soon as practicably possible (normally within no more than one business day).
- Annual Membership Fee.
Unless otherwise agreed, for each entity for which a CIK is identified as part of its SEC Filer Membership registration, Filer Member shall pay XBRL US $2,500 per CIK as the Annual Membership Fee
This Membership Agreement (including this EULA) and all benefits, rights and duties hereunder shall cease and terminate upon the occurrence of any of the following events:
- XBRL US reserves the right to terminate this Membership Agreement in whole or in part upon breach by Filer Member of any provision of this Agreement (including any breach of the EULA) (a “for-cause termination”). In the event of a for-cause termination, XBRL US shall not be liable to Filer Member to refund all or any portion of any Annual Membership Fee paid by Filer Member to XBRL US.
- XBRL US reserves the right to terminate this Membership Agreement at any time upon refund of a pro-rated portion of the Annual Membership Fee. XBRL US has no obligation to renew any Filer Membership. Upon termination, you must destroy all copies of the SEC Filer Member Ruleset and all of its component parts.
- 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: End-User License Agreement
SEC Filer Member Ruleset
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 and use of XBRL US’s SEC Filer Member Ruleset (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 SEC Filer Member Ruleset is hosted on an XBRL US server or on your own server.
BY ACCESSING OR USING SEC FILER MEMBER RULESET, 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 SEC FILER MEMBER RULESET.
- GRANT OF LICENSE. You may access and use the SEC Filer Member Ruleset for the sole purpose of preparing and/or reviewing XBRL-formatted financial statements for or on behalf of the Member identified in any Service Agreement to which this EULA is Exhibit B, or a company identified in the SEC Filer Membership Registration to said Service Agreement; provided that the Service Agreement remains valid, the membership fee has been fully paid by or on behalf of the company for which the SEC Filer Member Ruleset is accessed and used, and provided the Member and said company are in full compliance with the Service Agreement (including this EULA). Notwithstanding the foregoing, a non-SEC Filer Member in good standing of XBRL US or any entity that has a fully paid up membership to use the SEC Filer Member Ruleset may use the “Taxonomy View and Compare” and “Company Filings Analysis” tools 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 SEC Filer Member Ruleset EULA.
- CERTAIN ADDITIONAL LIMITATIONS. You may not use any XBRL US Internet-based services associated with the SEC Filer Member Ruleset 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 (and its licensors if applicable) all right, title and interest in the SEC Filer Member Ruleset and all elements thereof. The SEC Filer Member Ruleset is protected by copyright and other intellectual property laws and treaties. Use of the SEC Filer Member Ruleset 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 US. By using the SEC Filer Member Ruleset you agree that the SEC Filer Member Ruleset 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 SEC Filer Member Ruleset or any element thereof. You shall not copy or transfer the SEC Filer Member Ruleset or any element to any computer not expressly authorized by XBRL US to host, in part, the SEC Filer Member Ruleset.
- 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 SEC Filer Member Ruleset. 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.
- ADDITIONAL PRODUCTS/SERVICES. XBRL US reserves the right to change and/or substitute all or any part of the SEC Filer Member Ruleset 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 SEC Filer Member Ruleset 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 SEC Filer Member Ruleset 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 SEC Filer Member Ruleset, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
- 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 Membership Fee. XBRL US has no obligation to renew any membership. Upon termination, you must destroy all copies of the SEC Filer Member Ruleset and all of its component parts.
- DISCLAIMER OF WARRANTIES. ALL PARTIES ACKNOWLEDGE THAT THE SEC FILER MEMBER RULESET (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 SEC FILER MEMBER RULESET (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 SEC FILER MEMBER RULESET 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.
- 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 SEC FILER MEMBER RULESET, 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.
- 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 SEC Filer Member Ruleset for the preparation of XBRL-formatted financial statements, whether for submission pursuant to Government regulations or any other purpose.
- 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 to the amount of Annual Membership Fees actually paid by you for the SEC Filer Member Ruleset . The foregoing limitations, exclusions and disclaimers (including Sections 9 and 10) shall apply to the maximum extent permitted by applicable law.
- U.S. GOVERNMENT LICENSE RIGHTS. In the event that any U.S. Governmental entity seeks to use the SEC Filer Member Ruleset 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.
- APPLICABLE LAW. This EULA is governed by the laws of the District of Columbia, without regard to the conflict of law provisions thereof.