This Agreement is between you ("End User") and XBRL US, Inc. ("XBRL US") and governs your access to use of XBRL US’ Data Quality Rules Check ("DQRC"), including any and all technical data, software, and related Internet-based services.
BY ACCESSING OR USING DQRC, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU ARE NOT IN AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICE.
- ACCESS AND USE. End User may access and use DQRC for the sole purpose of reviewing his/her own company's XBRL-formatted financial statements, as evidenced by the email domain of End User's XBRL US Web Account. Notwithstanding the foregoing, an End User with an XBRL US Web Account provisioned for access as an employee of an XBRL US organizational member may use DQRC to review XBRL-formatted financial statements of current clients; provided, however, that such rights shall cease and be terminated upon breach by said End User or entity of any provision of this agreement.
- CERTAIN ADDITIONAL LIMITATIONS. You may not use any XBRL US Internet-based services associated with DQRC 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 DQRC facility and all elements thereof. Use of DQRC pursuant hereto is by way of agreement, and is not sold. This agreement does not grant you any rights to trademarks or service marks of XBRL US. By using DQRC you agree that DQRC 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 DQRC or any element thereof. You shall not copy or transfer DQRC or any element to any computer not expressly authorized by XBRL US to host, in part, DQRC.
- CONSENT TO USE OF DATA. You agree that XBRL US and its affiliates may collect and use technical information gathered as part of this offering, and that XBRL US may use this information solely to improve its 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 DQRC 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 DQRC that XBRL US may provide to you or make available to you, unless they are accompanied by separate terms.
- EXPORT RESTRICTIONS. You acknowledge that DQRC 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 DQRC, 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 agreement at any time upon breach by the End User of any provision of this agreement.
- DISCLAIMER OF WARRANTIES. ALL PARTIES ACKNOWLEDGE THAT DQRC (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 DQRC (OR ANY ELEMENT THEREOF) WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. ALL PARTIES ACKNOWLEDGE THAT A COMPANY THAT USES DQRC 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 DQRC, 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 DQRC 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 Fees actually paid by you for DQRC. 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 DQRC 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.
- APPLICABLE LAW. This EULA is governed by the laws of the District of Columbia, without regard to the conflict of law provisions thereof.
You must be logged in to post a comment.