1. Agreement Between XBRL US, Inc. and User
This is a binding agreement (“Agreement”) between the XBRL US, INC. and you, the user (“You” or “Your”). Information and services provided through XBRL US, INC.’s Internet domain (xbrl.us) – inclusive of any subdomain properties and email communications (collectively known as “Web Site”), are offered to You conditioned on Your acceptance, without modification, of the terms, conditions, and notices contained herein. By using XBRL US, INC.’s Web Site, You confirm Your acceptance of, and agree to be bound by, this Agreement and all such terms, conditions and notices.

2. Modification of These Terms of Use
XBRL US, INC. RESERVES THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING OUR SEPARATE PRIVACY POLICY, FROM TIME TO TIME AS WE DEEM APPROPRIATE. SUCH CHANGES, MODIFICATIONS, ADDITIONS OR DELETIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING UNLESS OTHERWISE INDICATED. XBRL US, INC. HAS NO DUTY OR OBLIGATION TO INFORM PRIOR USERS OF THIS WEB SITE THAT CHANGES HAVE BEEN MADE, REGARDLESS OF THE SCOPE AND IMPORTANCE OF THE CHANGES. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS AND CONDITIONS. YOUR NON-TERMINATION OR CONTINUED USE OF XBRL US, INC.’S WEB SITE AFTER CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY THE POSTED CHANGES. XBRL US, INC. MAY CHANGE, RESTRICT ACCESS TO, SUSPEND, OR DISCONTINUE XBRL US, INC.’S WEB SITE, OR ANY PORTION OF XBRL US, INC.’S WEB SITE, AT ANY TIME.

3. Privacy Policy
Because your privacy is important to You and to XBRL US, INC., XBRL US, INC. will operate XBRL US, INC.’s Web Site in accordance with its Privacy Policy. BY CONSENTING TO THIS TERMS OF USE AGREEMENT FOR XBRL US, INC.’S WEB SITE, YOU CONSENT TO THIS PRIVACY POLICY.

4. Usage of XBRL US, INC.’s Web site
As a condition of Your use of XBRL US, INC.’s Web Site, You represent and warrant to XBRL US, INC. that You will not use XBRL US, INC.’s Web Site for any unlawful purpose or in any manner prohibited by this Agreement’s terms, conditions or notices.

You represent and warrant that You will not use XBRL US, INC.’s Web Site in any manner which could damage, disable, overburden or impair XBRL US, INC.’s Web Site or interfere with any other party’s use and enjoyment of XBRL US, INC.’s Web Site.

The XBRL US, INC. Members Only portion of XBRL US, INC.’s Web Site (“Members Only Site”) will be accessible only to employees of dues paying members of XBRL US, INC. (“Members”). All information about employees of dues paying members provided to XBRL US, INC. and posted on XBRL US, INC.’s Web Site, including without limitation name, title, address, phone number, fax number, and email address, must be reasonably current, accurate and complete. If XBRL US, INC. at any time discovers any error or omission in the information You provide, XBRL US, INC. may in its sole discretion terminate Your right to access and use of the Members Only Site by any Member. You may not permit anyone other than Yourself to use Your XBRL US, INC. Member information to access any portions of XBRL US, INC.’s Web Services which are restricted to Members only, and You are responsible for the acts or omissions by third parties who are under Your control for their use of the Members Only Site, and for any damages incurred by You as a result thereof.

XBRL US, INC.’s Web Site may contain chat areas, forums, news groups, bulletin board services and other facilities (“XBRL US, INC. Web Services”) that permit You to communicate with other XBRL US, INC. Members. You agree to use these XBRL US, INC. Web Site only to post, send and receive messages and materials that are appropriate and related to the facility or service. By way of example, and not as a limitation, You agree that when using XBRL US, INC. Web Site, You will not: 

  • Violate any applicable laws or regulations;
  • Upload information that contains material protected by intellectual property laws, including without limitation material protected by patent, copyright, trademark (such as XBRL US, INC.’s logo), or trade secrets, or by rights of privacy of publicity unless You own or control the rights thereto or have received all necessary consents;
  • Falsify or delete author attributions, legal or other proper notices or proprietary designations indicating the origin or source of information that is uploaded or downloaded from XBRL US, INC.’s Web Site;
  • Send, publish, post, upload, distribute or disseminate any inappropriate, threatening, abusive, profane, defamatory, infringing, obscene, indecent, or otherwise objectionable materials, or any materials which encourage conduct that would constitute a criminal offense, give rise to civil liability or violate any law, or contain any advertising or any solicitation with respect to products or services;
  • Harass, abuse, threaten or otherwise violate any legal rights of others;
  • Upload viruses, corrupted files or any other software or information that may damage the operation of another’s computer or network;
  • Use XBRL US, INC.’s Web Site for commercial purposes, including, but not limited to, advertisements, promotions, offers to buy or sell goods or services, surveys, competitor rankings, contests, pyramid schemes, or sponsorship banners;
  • Use XBRL US, INC.’s Web Site to forward chain letters;
  • Permit anyone other than Yourself to use Your XBRL US, INC. Member information to access any portions of XBRL US, INC.’s Web Site which are restricted to Members only;
  • Forward any portions of XBRL US, INC.’s Web Site which are restricted to Members to anyone who is not a Member of XBRL US, INC.; or
  • Violate any of XBRL US, INC.’s policies, guidelines or other codes of conduct which are applicable to XBRL US, INC.’s Web Site or in particular to one of XBRL US, INC.’s Web Services.
  • Reproduce, re-transmit or re-present in any form, in whole or in part, any content, programming code, images or graphics without express written permission of XBRL US, INC.;
  • Frame, squeeze back, overlay or employ other techniques to enclose or display the XBRL US, INC. E-mail lists, or any trademark, logo, content or other proprietary information (including images, text, page layout, or form) included on the XBRL US, INC. E-mail Lists, with any other software or content of a third party;
  • Use any meta tags or any other “hidden text” utilizing the names or trademarks of XBRL US, INC. without its prior written consent;
  • Without limiting the generality of the other restrictions set forth herein, access, monitor or copy any content or information of this Web Site using any “robot”, “spider”, “deep link”, “scraper” or other automated means, methodology, algorithm or device or any manual process for any purpose; or
  • Violate any of XBRL US, INC. policies, guidelines or other codes of conduct.

XBRL US, INC. has no obligation to screen or monitor XBRL US, INC.’s Web Site; however, XBRL US, INC. reserves the right to review information or materials posted to XBRL US, INC.’s Web Site, to remove any such information or materials in its sole discretion, and to use any other forms of information available to us by virtue of Your use of XBRL US, INC.’s Web Site. XBRL US, INC. reserves the right at all times, in its sole discretion, to refuse to post, delete, move, edit or to remove any information or materials from XBRL US, INC.’s Web Site, including without limitation any information or materials posted through use of XBRL US, INC.’s Web Services, regardless of whether such material does or does not violate this Agreement or any of XBRL US, INC.’s policies, guidelines, or other codes of conduct which are applicable to XBRL US, INC.’s Web Site or in particular to one of XBRL US, INC.’s Web Services.

XBRL US, INC. DOES NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND IN ANY OF XBRL US, INC.’S WEB SERVICES, AND XBRL US, INC. SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO XBRL US, INC.’S WEB SERVICES. XBRL US, INC. DOES NOT ENDORSE OR OTHERWISE VERIFY THE ACCURACY, TRUTHFULNESS OR RELIABILITY OF ANY INFORMATION PROVIDED ON XBRL US, INC.’S WEB SERVICES UNLESS IT IS PROVIDED BY AN AUTHORIZED XBRL US, INC. SPOKESPERSON. ANY STATEMENTS MADE ON XBRL US, INC.’S WEB SERVICES REFLECT ONLY THE VIEWS OF THEIR AUTHORS, AND YOUR RELIANCE ON ANY SUCH CONTENT IS AT YOUR OWN RISK. XBRL US, INC.’S WEB SERVICES WILL BE MANAGED OR HOSTED BY EITHER EMPLOYEES OR MEMBERS OF XBRL US, INC., WHO ARE NOT AUTHORIZED XBRL US, INC. SPOKESPERSONS, AND THEIR VIEWS OR ACTIONS IN MANAGING OR HOSTING XBRL US, INC.’S WEB SERVICES DO NOT NECESSARILY REFLECT THOSE OF XBRL US, INC..

5. Security
The Members Only Site is intended by XBRL US, INC. to require a user identification and password to access and use. Certain XBRL US, INC. Web Services may require additional codes. You are solely responsible for (1) maintaining the strict confidentiality of the user identification, passwords and codes (“Web Account Information”) assigned to You; (2) charges, damages or losses that may be incurred or suffered as a result of Your or Your personnel’s failure to maintain the strict confidentiality of Web Account Information; and (3) promptly informing XBRL US, INC. in writing of any need to deactivate or replace any Web Account Information due to security concerns. XBRL US, INC. is not liable for any harm related to the theft of Your Web Account Information, Your disclosure of Your Web Account Information, or Your authorization to allow another person or entity to access and use the XBRL US, INC. content and services using Your Web Account Information. You agree to notify XBRL US, INC. immediately as soon as You become aware of any unauthorized use of Your Web Account Information. Notice to XBRL US, INC. under this section of the Agreement may be accomplished by sending e-mail to info@xbrl.us or by conventional mail to:

XBRL US, Inc.
Attn: Webmaster
1455 Pennsylvania Ave NW, 10th Floor
c/o AICPA
Washington, D. C.  20004

7. Product Information and Warranties
At XBRL US, INC. we may advertise and offer for sale our products and other third party products. Unless indicated otherwise, most products and services featured on the site are available directly from or through XBRL US, INC.’s Web Site. XBRL US, INC. has made a conscientious effort to display and describe its products and services on XBRL US, INC.’s Web Site accurately so that You may preview their design and use. Furthermore, XBRL US, INC. is constantly improving its information, products and services. Consequently, XBRL US, INC. cannot and does not warrant or guarantee the accuracy or completeness of the information, including prices, product images, specifications, fitness for use, reliability, availability and services. Products and services are the responsibility of the manufacturer or provider of those services and are covered by the warranties offered by such manufacturers or providers.

RECEIVING AN ORDER ACKNOWLEDGEMENT VIA E-MAIL DOES NOT GUARANTEE THE ACCEPTANCE OF AN ORDER. XBRL US, INC. RESERVES THE RIGHT TO LIMIT THE QUANTITY OF ITEMS ORDERED AND/OR REFUSE TO SELL TO ANY CUSTOMER.

ALL ITEMS PURCHASED FROM XBRL US, INC. ARE MADE PURSUANT TO A SHIPMENT CONTRACT. THIS MEANS THAT THE RISK OF LOSS AND TITLE FOR SUCH ITEMS PASS TO YOU UPON OUR DELIVERY TO THE CARRIER.

8. Copyright and Trademark Ownership, Notices and Infringement

Copyrights:
All contents of XBRL US, INC.’s Web Site are: Copyright ©2008-present XBRL US, INC.. All rights reserved.

XBRL US, INC.’s Web Site and the content displayed on XBRL US, INC.’s Web Site and all software, data and information used to provide XBRL US, INC.’s Web Site, including text and images, method of display and presentation, source code, embedded routines and programs and other materials, as well as all copyrights, trademarks, patents, and other intellectual property rights therein or thereto, are owned and are proprietary to XBRL US, INC., its affiliate and licensees and are protected by the copyright laws of the United States and other countries. The compilation of the content on XBRL US, INC.’s Web Site is the exclusive property of XBRL US, INC. and is protected by the copyright laws of the United States and other countries.

XBRL US, INC. does not claim ownership of the individual materials or information You may provide to XBRL US, INC., including without limitation feedback, suggestions, posts, uploads, inputs, or submissions to XBRL US, INC.’s Web Site including without limitation any of XBRL US, INC.’s Web Services. However, if You provide such materials or information to XBRL US, INC.: 

  • You are warranting and representing that You own or otherwise control all of the rights to Your materials or information including, without limitation, all the rights necessary for You to provide, post, upload, input or submit the materials or information; and 
  • You are granting XBRL US, INC., its affiliated entities and necessary sublicensees permission to use Your materials or information, including without limitation the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, make derivative or collective works, translate and reformat the materials or information, and to publish Your name in connection with Your materials or information. XBRL US, INC. will not pay You compensation with respect to the use of Your materials or information.

You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from XBRL US, INC.’s Web Site, without the prior written permission of XBRL US, INC.. For information, send an e-mail info@xbrl.us.

XBRL US, INC. grants You the limited and nonexclusive right and license to access or download content from XBRL US, INC.’s Web Site solely for Your personal and non-commercial use and as necessary in connection with the use of any services available through XBRL US, INC.’s Web Site. Except as expressly authorized in this Agreement, You may not modify, distribute, reproduce, display, or use XBRL US, INC.’s Web Site or any elements thereof. All rights not expressly granted to You by us in this Agreement are reserved to XBRL US, INC. and You acknowledge that You do not acquire any ownership rights by accessing or downloading copyrighted material from XBRL US, INC.’s Web Site as authorized hereunder.

Any rights not expressly granted herein are reserved.

Trademarks:
Nothing in this Agreement or its performance shall grant You any right, title, interest, or license in or to XBRL US, INC.’s names, logos, logotypes, trade dress, designs, or other trademarks.

Any rights not expressly granted herein are reserved.

Notices and Procedure for Making Claims of Copyright Infringement:
NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING XBRL US, INC. THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF E-MAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

XBRL US, INC. does not guarantee any action based upon the receipt of such information. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to XBRL US, INC.’s Designated Agent, as set forth in the Directory of Service Provider Agents for Notification of Claims of Infringement on the United States Copyright Office Library of Congress Web site.

See also Guidelines for Use of Logos and Trademarks.

9. Termination
XBRL US, INC. reserves the right in its sole discretion to terminate Your access to XBRL US, INC.’s Web Site, including without limitation XBRL US, INC.’s Web Services, at any time without notice for any reason whatsoever.

Provisions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement will survive any termination of this Agreement, including but not limited to the representations and warranties contained herein.

10. Compliance With Applicable Laws
XBRL US, INC. reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.

11. General Disclaimers, Exclusion of Damages, and Limitation of Liability
THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH XBRL US, INC.’S WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. XBRL US, INC. MAY MAKE IMPROVEMENTS OR CHANGES TO XBRL US, INC.’S WEB SITE AT ANY TIME. ADVICE RECEIVED VIA XBRL US, INC.’S WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL OR FINANCIAL DECISIONS, AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE.

XBRL US, INC. MAKES NO REPRESENTATIONS ABOUT XBRL US, INC.’S WEB SITE, INCLUDING, WITHOUT LIMITATION, XBRL US, INC.’S WEB SITE’S SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES AND GRAPHICS FOUND ON OR THROUGH XBRL US, INC.’S WEB SITE. XBRL US, INC. PROVIDES XBRL US, INC.’S WEB SITE, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES, AND GRAPHICS “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, XBRL US, INC. DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO XBRL US, INC.’S WEB SITE, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES AND GRAPHICS FOUND ON OR THROUGH XBRL US, INC.’S WEB SITE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.

YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH ANY PORTION OF XBRL US, INC.’S WEB SITE IS TO DISCONTINUE USING XBRL US, INC.’S WEB SITE. IN NO EVENT AND UNDER ANY CIRCUMSTANCES WHATSOEVER SHALL XBRL US, INC. BE LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF XBRL US, INC.’S WEB SITE, WITH THE DELAY OR INABILITY TO USE XBRL US, INC.’S WEB SITE OR XBRL US, INC.’S WEB SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, MATERIALS, SOFTWARE, PRODUCTS, SERVICES OR GRAPHICS OBTAINED ON OR THROUGH XBRL US, INC.’S WEB SITE, SECURITY BREACHES, OR OTHERWISE ARISING OUT OF THE USE OF XBRL US, INC.’S WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF XBRL US, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ALSO, AND IN PARTICULAR, IN NO EVENT SHALL XBRL US, INC. BE HELD LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE INFORMATION PROVIDED ON OR THROUGH XBRL US, INC.’S WEB SITE, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE USE OF TECHNIQUES OR PROCEDURES DISCUSSED ON OR THROUGH XBRL US, INC.’S WEB SITE.

Some jurisdictions do not permit the exclusion or limitation of implied warranties or the exclusion of certain types of damages. Therefore, if required by applicable law, some of the foregoing exclusions may not apply to You.

12. Indemnity
YOU AGREE TO INDEMNIFY XBRL US, INC. FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) AND DAMAGES ARISING OUT OF CLAIMS BASED UPON YOUR USE OF XBRL US, INC.’S WEB SITE, INCLUDING WITHOUT LIMITATION ANY CLAIM OF LIBEL, DEFAMATION, VIOLATION OF RIGHTS OF PRIVACY OR PUBLICITY, LOSS OF SERVICE BY OTHER MEMBERS, AND THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS. XBRL US, INC. WILL NOTIFY YOU OF ANY CLAIM FOR WHICH XBRL US, INC. SEEKS INDEMNIFICATION AND WILL AFFORD YOU THE OPPORTUNITY TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM, PROVIDED THAT YOUR PARTICIPATION WILL NOT BE CONDUCTED IN A MANNER PREJUDICIAL TO XBRL US, INC.’S INTERESTS, AS REASONABLY DETERMINED BY XBRL US, INC. AT ITS SOLE DISCRETION.

13. Governing Law
This Agreement is governed by the laws of the District of Columbia, USA. You hereby consent to the exclusive jurisdiction and venue of courts in Washington, D. C., in all disputes arising out of or relating to the use of XBRL US, INC.’s Web Site. Use of XBRL US, INC.’s Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.

14. No Relationship
You agree that no joint venture, partnership, employment, or agency relationship exists between You and XBRL US, INC. as a result of this Agreement or use of XBRL US, INC.’s Web Site, including, without limitation, XBRL US, INC.’s Web Services.

15. Construction
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including without limitation the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.

16. Entire Agreement
Unless otherwise specified herein, this Agreement constitutes the entire agreement between You and XBRL US, INC. with respect to XBRL US, INC.’s Web Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and XBRL US, INC. with respect to XBRL US, INC.’s Web Site, including without limitation to XBRL US, INC.’s Web Services.

17. Notices
Notices given by XBRL US, INC. to You will be given by a general posting on XBRL US, INC.’s Web Site or by an e-mail, if an e-mail address is available. Notices given by XBRL US, INC. to Members may also be given by conventional mail. Notices to XBRL US, INC. must be sent by conventional mail to:

XBRL US, Inc.
Attn: Webmaster
1455 Pennsylvania Ave NW, 10th Floor
c/o AICPA
Washington, D. C.  20004

18. Assignment
XBRL US, INC. may assign this Agreement, in whole or part, in its sole discretion. You agree not to assign, transfer or sublicense Your rights as a Member without the prior written consent of XBRL US, INC..

19. Captions and Headings
Captions and paragraph headings are for convenience only and are not a part of this Agreement and shall not be used in construing it.

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