USER LICENSE AGREEMENT

THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU (“LICENSEE”) AND BUSINESS REPORTING IRELAND LIMITED (T/A XBRL IRELAND). THIS LICENSE AGREEMENT APPLIES TO LICENSES ISSUED ONLINE (THE “AGREEMENT”). THE TERM LICENSEE INCLUDES THE CLIENT IF THE AGENT IS ACTING ON BEHALF OF THE CLIENT AND PROVIDED BOTH AGENT AND CLIENT ARE JOINTLY AND SEVERALLY LIABLE TO PR UNDER THE AGREEMENT.

1. Definition

“TAXONOMIES” means all types of xbrl  content and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to taxonomies includes the whole or the part.

2. License Terms

Subject to the terms of this License Agreement, XBRL ireland grants Licensee a perpetual, worldwide, non-transferable, non-exclusive right to use taxonomies and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by XBRL ireland. All rights not specifically granted are retained by XBRL Ireland.

Licensee may alter, modify or adapt the taxonomy. Licensee may make a back-up copy of the content for internal back-up purposes provided XBRL Irelands copyright and any image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Images are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement.

3. Number of Users / Seat License

Licensee may store the taxonomy on a server, image library or network configuration to be viewed by Licensee, subcontractors or its clients without limittaion

4. Restrictions on Use

Except as provided herein, Licensee may not

• Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Images.
• Licensee may not, without obtaining the prior written consent of XBRL Ireland: include the Licensed Material in an electronic template intended to be used by third parties on electronic or printed products, or where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates, electronic greeting cards, business cards, t-shirts, mugs, calendars, posters, screensavers or wallpaper for mobile devices or any other electronic or printed matter without obtaining a license for such purpose;
• Sell, license or distribute its final product in such a way that permits Licensee’s end users to extract or access the Images as a stand-alone file.
• Distribute, post or upload the Image(s) online in a downloadable format or enable it to be distributed via mobile devices.
• Use any taxonomy in a defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other subject matter and materials.
• With respect to the software on the CD-ROM or other storage media, decompile, reverse engineer, disassemble or otherwise reduce the software to a human readable form.
• Use any of the taxonomies in any manner prohibited by any export laws, restrictions or regulations.

5. Indemnity

Company Indemnity. Provided XBRL Ireland is not otherwise in breach of this Agreement and subject to Section 6, as Licensee’s sole and exclusive remedy for any breach of the representations and warranties above, Licensor shall defend, indemnify and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorney fees), arising out of or connected with any actual lawsuit or legal proceeding alleging that XBRL Ireland is in breach of its warranties set forth below. No other indemnification is offered by Licensor under the Agreement.
Licensee Indemnity. Licensee agrees to defend, indemnify and hold XBRL Ireland and its and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys’ fees and costs), arising out of or as a result of claims by third parties relating to Licensee’s use of any Image(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement.

6. Warranties and Limitation of Liability

XBRL Ireland represents that it has the right to grant the license herein and makes no warranty that any taxonomies be free from defects in material ,workmanship or any other technical suitability.

XBRL Ireland MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. XBRL IRELAND SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE’S USE OF THE TAXONOMIES, OR OTHERWISE, EVEN IF XBRL IRELAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. XBRL IRELANDS MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE’S USE OF OR INABILITY TO USE THE TAXONOMIES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE USE OF THE TAXONOMY.

Licensee may have additional rights under state law.

 

 7. Termination

The license contained in this Agreement will terminate automatically without notice from XBRL IRELAND if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the taxonomies, (ii) destroy or, upon the request of taxonomies, return the Images to XBRL Ireland, and (iii) delete or remove the taxonomy from Licensee’s premises, computer systems and storage (electronic or physical).

8. Severability

If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.

9. Choice of Law

This Agreement will be governed in all respects by the laws of the Republic of Ireland without reference to its laws relating to conflicts of law.

10. Waiver

No action of XBRL Ireland, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

11. Entire Contract

This contract contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.

Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the taxonomy.

Licensee may not, without obtaining the prior written consent of XBRL Ireland  include the Licensed Material in an electronic template intended to be used by third parties on electronic or printed products, or where the purpose is to create multiple impressions, including but not limited to: website designs, presentation templates without obtaining a license for such purpose;

Use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that derives a substantial part of its artistic components from the taxono