End user agreement for XBRLizer
License Agreement for Reporting Standard XBRL Tools and API
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS SOFTWARE (AS DEFINED BELOW), YOU (AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE ACCEPTING AND CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. IF YOU HAVE ALREADY DOWNLOADED OR INSTALLED THE SOFTWARE YOU SHOULD REMOVE THE SOFTWARE FROM YOUR SYSTEM AND DESTROY ALL COPIES.
This License Agreement applies to any copy of the Software in respect of which you have paid the appropriate license fee to Reporting Standard S.L.
Upon Your acceptance of this License Agreement (the "Agreement"), Reporting Standard S.L. grants to You a non-exclusive and non-transferable license to use the Software, upon and provided that You agree to the following terms:
"Reporting Standard S.L." means a Company registered in Spain with European VAT number ESB84314699 and located in C/ Torrecilla del Puerto, 1 - 28043 - Madrid - Spain.
"You" means any individual or legal entity exercising rights or purporting to exercise rights under, and complying with all of the terms of, this Agreement. For legal entities, "You" includes any entity that controls, is controlled by, or is under common control with You. For purposes of this definition, "control" means (a) the power, directly or indirectly, to control the direction or management of such entity, whether by contract or otherwise, and/or (b) ownership of fifty percent (50%) or more of the issued share capital or beneficial ownership of such entity.
"Software" means the executable code of Reporting Standard XBRL Tools and API, together with all data files and documentation files that are distributed by Reporting Standard S.L. in the same package as the executable code.
"Number of Units Purchased" means the number of copies of the Software for which You have paid the appropriate fee.
"Computer" means an assembly of hardware and software resources that may include a maximum of four processors provided that all main memory is shared between the processors. Any processor that has its own main memory is to be treated as a Computer in its own right, and any machine with more than four processors sharing main memory is to be treated as comprising a number of Computers such that each Computer has at most four processors.
“Evaluation License” is a license with an expiration date.
“Production License” is a license that never expires.
3. GRANT OF LICENSE
The Software is the property of Reporting Standard S.L. The Software is licensed, not sold. Title and copyright to the Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Reporting Standard S.L.
The Software is protected by copyright law in Spain and by international treaty provisions. Further, the structure, organisation, and code embodied in the Software are valuable and confidential trade secrets of Reporting Standard S.L. and are protected by intellectual property laws and treaties. You agree to abide by the copyright law and all other applicable laws including, but not limited to, export control laws.
i. save and use the Software on a number of Computers not exceeding the Number of Units Purchased, in perpetuity unless terminated under the specific provisions of this Agreement, such Computers being operated by You or on Your behalf;
ii. if any such Computer is used exclusively by one individual, save and use the Software on any number of additional Computers that are used exclusively by that same individual;
iii. make one copy of the Software for archival purposes.
You may not:
i. sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer the Software, or any portions of the Software, to anyone without the prior written consent of Reporting Standard S.L.;
ii. reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software;
iii. install and run the Software from a network server, or save or use the Software on multiple Computers, in such a way that the number of Computers on which the Software is stored and/or is executing at any one time exceeds the Number of Units Purchased.
iv. Evaluation licenses cannot be used outside the testing environment of the company that has requested the evaluation license. XBRL files produced with evaluation licenses can only be used within the testing environment where the file has been created.
v. Edit or remove XML Comments included in the XBRL files.
Any copies that You make in accordance with these conditions must be complete and unamended copies of the Software as supplied by Reporting Standard S.L. and in particular must not omit any files containing notices claims or disclaimers associated with the Software or its components.
You are responsible for ensuring that the Software and all copies that You make are used in accordance with these conditions, and You agree to provide such information to Reporting Standard S.L. or its agents as may reasonably be required to demonstrate Your compliance with these conditions.
This Agreement entitles You to install in place of the Software any product classified by Reporting Standard S.L. as an upgrade of the original Software, provided that the upgrade product is published by Reporting Standard S.L. within 12 months after the date of the original purchase or such other period as may be agreed in writing between You and Reporting Standard S.L.. Reporting Standard S.L. has absolute discretion whether to classify any new software as an upgrade of the original Software, and to decide whether and when to publish any such software. Use of upgraded software may be subject to amended terms and conditions. Reporting Standard S.L. also has absolute discretion to cease distribution of any software product or version at any time.
4. PATENT AND COPYRIGHT INDEMNITY
Reporting Standard S.L. will defend and Indemnify You against all costs (including reasonable attorney's fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes a ES copyright or ES patent provided that:
i. You notify Reporting Standard S.L. in writing within thirty (30) days of the claim;
ii. Reporting Standard S.L. has sole control of the defence and all related settlement negotiations
iii. You provide Reporting Standard S.L. with the assistance, information, and authority necessary to perform the above.
Reporting Standard S.L. will have no liability for any claim of infringement based on:
i. code contained within the Software which was not created by Reporting Standard S.L.; or
ii. use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by Reporting Standard S.L. or under Reporting Standard S.L.'s direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that Reporting Standard S.L. provides or has offered to You; or
iii. the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by Reporting Standard S.L. if such infringement would have been avoided by the use of the Software without such programs or data.
In the event the Software is held to infringe or is believed by Reporting Standard S.L. to infringe, or Your use of the Software is enjoined, Reporting Standard S.L. will have the option, at its expense, to:
i. modify the Software to cause it to become non-infringing; or
ii. obtain for You a license to continue using the Software, or
iii. substitute the Software with other Software reasonably suitable to You, or
iv. if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software, prorated over a three-year term from the effective date of the Agreement.
This Section states Reporting Standard S.L.'s entire liability for infringement.
5. LIMITED WARRANTY
You may obtain without payment a license to evaluate the Software for a period of thirty days. By paying a license fee you agree that you have evaluated the Software to your satisfaction and you agree that no refund of the license fee is available except as specifically provided by this Agreement.
If You have paid a license fee for the Software, then for a period of ninety (90) days from the date of receipt of the Software, Reporting Standard S.L. warrants the Software against any defects resulting from the electronic transmission process, and any Software media supplied by Reporting Standard S.L. will be free from defects in materials and workmanship.
Reporting Standard S.L.'s, and its suppliers' and resellers', entire liability and Your exclusive remedy shall be, at Reporting Standard S.L.'s option, either (i) return of the price paid, or (ii) repair or replacement of the Software that does not meet Reporting Standard S.L.'s Limited Warranty. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for an additional ninety (90) days. Neither these remedies nor any product support services offered by Reporting Standard S.L. are available without proof of purchase from an authorized source.
EXCEPT FOR THE FOREGOING, THE SOFTWARE IS DELIVERED TO YOU "AS IS" AND REPORTING STANDARD S.L. MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPORTING STANDARD S.L., AND ITS SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE EVEN IF THAT PURPOSE HAS BEEN NOTIFIED BY YOU TO REPORTING STANDARD S.L., TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
PRODUCT SPECIFICATIONS PUBLISHED BY REPORTING STANDARD S.L., INCLUDING STATEMENTS REGARDING THE CONFORMANCE OF THE PRODUCT TO EXTERNALLY PUBLISHED SPECIFICATIONS, ARE MADE IN GOOD FAITH BUT DO NOT CONSTITUTE PART OF ANY CONTRACT.
6. DISCLAIMER OF DAMAGES
IN NO EVENT SHALL REPORTING STANDARD S.L. OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY YOU OR ANY USER OF THE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF REPORTING STANDARD S.L. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
IN ANY CASE, REPORTING STANDARD S.L.'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
If You fail to comply with the terms and conditions of this Agreement, Reporting Standard S.L. may terminate this Agreement and Your right and license to use the Software. You may terminate this Agreement at any time by notifying Reporting Standard S.L.. Upon the termination of this Agreement for any reason You must delete the Software from Your computer and archives.
YOU AGREE THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, REPORTING STANDARD S.L. MAY TAKE ACTIONS SO THAT THE SOFTWARE NO LONGER OPERATES.
You agree, unless you notify Reporting Standard S.L. in writing to the contrary, to be identified as a customer of Reporting Standard S.L. and You agree that Reporting Standard S.L. may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in Reporting Standard S.L.'s marketing materials and web site. You hereby grant Reporting Standard S.L. a license to use Your name and any of Your trade names and trademarks solely in connection with the rights granted to Reporting Standard S.L. pursuant to this marketing section.
9. OPEN SOURCE COMPONENTS
The Software includes components that Reporting Standard S.L. uses, copies, modifies, and/or redistributes under the terms and conditions of various licenses. These components and their licenses may vary from one release of the Software to another. Some of these licenses may give You additional rights including for example the right to obtain and make modifications to the source code of the relevant component, subject to specific terms and conditions defined in the relevant license. Details of these components and the licenses that apply to them are included in the product documentation associated with each release of the Software, and the details that apply to the current release of the Software are published on the World Wide Web at http://www.reportingstandard.com/documentation/conditions/intro.html or at such other location as Reporting Standard S.L. may determine.
Reporting Standard S.L. reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
This Agreement constitutes the entire agreement between the parties concerning Your use of the Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Software. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both You and Reporting Standard S.L..
A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
Titles are inserted for convenience only and shall not affect in any way the meaning or Interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect.
Either Reporting Standard S.L. or You may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns.
This Agreement will be governed by the laws of Spain. Any disputes arising in relation to this Agreement shall be subject to the exclusive jurisdiction of the Spanish Courts.