Terms of Use - Subscription Services

The Deloitte Accounting Research Tool (“DART”) contains content provided by various member firms (or their affiliates) of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities.

Content is organized into the channels specified in the paragraph below. The specific channel that you are viewing is designated in the upper right-hand corner of each DART webpage. The specific DTTL member firm or affiliate responsible for providing the content you are viewing will vary depending upon the channel you are viewing.

All content on the ‘iGAAP’ and ‘GAAP in the UK’ channels, and all IFRS-related content on the US channel, is provided by “Deloitte UK” (the United Kingdom affiliate of Deloitte NWE LLP, a member firm of DTTL). All other content on the US channel is provided by a subsidiary of a US member firm of DTTL.

If the content is provided by a member firm of DTTL or one of its subsidiaries located in the United States, the following terms apply to such content. If the content is provided by Deloitte UK, the following terms apply to such content.

By accessing content provided by a specific DTTL member firm or a specific affiliate of a DTTL member firm, you are agreeing to the terms of use applicable to such specific content. If you do not agree to such terms of use, then you are not authorized to use DART or to access such content.

Deloitte Accounting Research Tool (DART), U.S. Version − Terms of Use

Access to the content on the US channel of DART, (for purposes of this U.S. Version of the Terms of Use, the term DART shall be limited to only the US channel of DART), is granted by Deloitte & Touche Products Company LLC (“Deloitte & Touche Products”). DART content is intended to be used under the terms of this agreement (the “Agreement”).

For purposes of this Agreement, a “User” is an individual who meets the following criteria (the “User Criteria”):

(i) is at least eighteen (18) years of age;

and

(ii) if accessing in your capacity as an employee, officer, director owner of a company, is authorized to accept the terms and conditions of this Agreement on behalf of your company (the “Company”) and hereby accepts these terms and conditions on behalf of the Company.

USE OF DART CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY USING DART, YOU CONFIRM THAT YOU MEET THE USER CRITERIA SET FORTH ABOVE, AND THAT YOU AND THE COMPANY AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD CEASE ANY USE OF DART.

1.0 GENERAL

1.1 DART is intended, in part, to provide guidance to assist the User in understanding generally accepted accounting principles and related regulatory information (“GAAP”).

1.2 Although Deloitte has provided certain content used in DART, Deloitte is not the author of the authoritative material, which is provided by third parties. Neither Deloitte & Touche Products nor Deloitte is responsible for the maintenance or reliability of the material provided by such third parties. Neither the provision of content for DART, nor the User’s use of DART, constitutes an audit, review or any other attestation services by Deloitte & Touche LLP. Neither Deloitte & Touche Products nor Deloitte is offering to perform or performing any professional services by reason of DART. In particular, neither Deloitte & Touche Products nor Deloitte is issuing an attestation report or forming or providing an opinion, report or any other form of assurance on any financial statements, financial information or internal controls of the Company or any other entity. Neither the Company nor the User may use or display Deloitte trade names, trademarks, service marks, logos, or trade dress (the “Deloitte Trademarks”) by virtue of or in connection with the User’s use of DART. The Company and the User agree that they will not use the Deloitte Trademarks in any manner, including, without limitation, in brochures, proposals, statements of qualifications or the like. While the Company may disclose the fact that the User uses the material contained in DART, in no event shall the Company or User state or imply that Deloitte & Touche Products or Deloitte has endorsed the Company’s accounting policies or practices

1.3 While DART attempts to provide useful information, there are no claims, promises, or guarantees about the accuracy, completeness, adequacy, or compliance with authoritative guidance, including, without limitation, GAAP and Auditing Standards generally accepted in the United States of America, of the content or information contained in DART. The Company and the User acknowledge and agree that the content and information contained in DART should not be, and is not, a substitute for the professional judgment of a Certified Public Accountant (“CPA”), nor should it be used as a basis for any decision or action that may affect the Company or the User. Before making any decision or taking any action that may affect the Company or the User, a CPA or other qualified professional advisor should be consulted.

1.4 The Company and User acknowledge and agree that Deloitte believes that its public audit clients should obtain audit committee pre-approval for subscriptions to DART. If the Company is a public company audited by Deloitte & Touche LLP, the User and the Company agree that such audit committee approval has already been obtained, or will be obtained.

2.0 LICENSE

2.1 License. Subject to the User’s payment of the applicable license fee (the “License Fee”) in accordance with Section 4, the User is hereby granted a limited, non-exclusive, non-transferable license to use DART in accordance with the terms of this Agreement. This license shall continue until termination of this Agreement by the Company, the User or Deloitte & Touche Products in accordance with Section 9, or the discontinuance of DART by Deloitte & Touche Products, whichever comes first.

2.2 Permitted Use. The User may use DART solely for the Company’s internal purposes and, solely for purposes of study, training, and research questions. The User may generate the following for the Company’s internal use:

(a) no more than 25 hard copies of selected excerpts of specific documents from DART, where “selected excerpts” is defined as less than 25% of a specific document, and

(b) no more than 10 hard copies of a particular document in its entirety from DART, unless it is a publication such as a newsletter, which is intended for distribution. In instances where a document is printed in its entirety, the User hereby agrees to include the copyright notice as it originally appears on any such document on any such printed copies.

Should the Company desire to produce more than the amounts indicated above, the User must send a request to dart@deloitte.com for prior written permission, and pay any additional fees imposed.

2.3 Additional License Terms Applicable to Colleges and Universities. For the purposes of this Section 2.3 the “Company” shall mean an accredited college or university. Where the User is a Company faculty member, such User shall be assigned a password restricting their access to DART to their personal use, and such User shall not permit Company students or other Company personnel to access DART via their password. Company may purchase a subscription to DART permitting concurrent use of DART by an unlimited number of non-faculty Company personnel. Company may also purchase a subscription to DART permitting the concurrent use of DART by up to two Company students.

2.4 Additional Restrictions. The User’s use of DART is subject to the following additional restrictions. The User will not, and will not permit others to, (i) de-compile, reverse engineer or disassemble the Platform, or any components thereof, or apply any other process or procedure to derive the source code of any software included in the Platform, or allow any third party to do so; (ii) sell, re-license, rent, lease, provide service bureau or timeshare access to, the Platform; (iii) use the Platform for incorporation in any device, article, commodity, product or goods for use by or sale or lease to third parties, or for the provision of services to third parties; (iv) use the Platform or the output thereof in any way that is fraudulent or misleading, or violates applicable law, rule or regulation; (v) use the Platform in any way that: (A) interferes with or disrupts other network users, network services or network equipment, including spamming; (B) results in the introduction of computer worms or viruses; (C) involves the use of false identities; or (D) attempts to gain unauthorized entry to any servers or databases through which such Platform is provided; (vi) modify, copy, or otherwise reproduce DART; or (vii) remove any proprietary notices or labels displayed on DART. All rights not expressly granted in this Agreement are reserved by Deloitte & Touche Products. There are no implied rights granted with respect to DART, including, without limitation, the content or information contained therein.

2.5 Comments and Highlighting Feature. DART includes a comments and highlighting feature which gives the User the ability to insert comments and highlighting into authoritative or Deloitte Interpretative Guidance (the “Comments and Highlighting Feature”) The Comments and Highlighting Feature limits comments to free text fields of 250 characters or less. The User acknowledges and agrees that User shall use the Comments and Highlighting Feature solely to bookmark items for future reference and to make notes on relative potential areas of application.

2.6 Additional Restrictions Applicable to the Comments and Highlighting Feature. The User’s use of the Comments and Highlighting Feature is subject to the following additional restrictions. The User will not, and will not permit others to, (a) use the Comments and Highlighting Feature as a repository for analysis, books and records, and documentation of a company’s accounting positions or similar activities; (b) include personally identifiable information (PII), of the User or third parties in the comment(s); (c) include identifiable information regarding the User’s Company or other companies in the comment(s) or; (d) include libelous, defamatory, obscene, pornographic, abusive, or threatening words in the comment(s).

2.7 Except as expressly provided in this Agreement, no other rights in or to the DART materials shall be granted by or inferred from this Agreement, including, but not limited to, any copyright, trade secret, patent, trademark or other right.

2.8 The Company and the User agree that both the Company and the User shall be held responsible for any breach of this Agreement by the User.

3.0 RESERVATION OF RIGHTS

Deloitte & Touche Products reserves the right to change the terms set forth herein, or to add additional terms, and such changes or additions shall become effective immediately. Therefore, the User is advised to review these terms periodically.

4.0 FEES AND PAYMENTS

4.1 License Fee. The License Fees are posted on DART. Acceptance of this Agreement includes acceptance of the License Fees posted on DART at the time of the User’s subscription to the applicable content. The User is completely responsible for all charges, fees and taxes arising out of the User’s use of DART.

4.2 Payment. Deloitte & Touche Products will charge the User’s credit card for the total amount due, as determined above, at the time of registration, or following registration will send an invoice for electronic payment or by check, or apply the payment to the associated Deloitte work breakdown structure (“WBS”), if applicable. In the event payment is subsequently reversed by the User’s financial institution, or by any intermediary processing agency, Deloitte & Touche Products reserves all rights and remedies available at law or in equity, including, without limitation, the right to suspend the User’s use of DART.

5.0 CONFIDENTIALITY

5.1 Confidentiality. Deloitte & Touche Products will not enter, edit, or use the User’s information, except to the extent necessary to provide DART hereunder, or as may be required by law or regulation, or to respond to governmental inquiries, or in accordance with applicable professional standards or rules, or in connection with litigation pertaining to DART.

5.2 Security. Deloitte & Touche Products believes that it and its vendors use commercially reasonable practices, including encryption and firewalls, in an effort to prevent the unauthorized disclosure of User’s personal information and information concerning the Company. However, the Company and the User acknowledge that the Internet is an open system, and agree that neither Deloitte & Touche Products nor Deloitte warrants or guarantees that third parties cannot or will not intercept or modify information (including, but not limited to, comments), or data submitted by the User.

5.3 Password. As part of the registration process for DART, the User will select a password. The Company and the User are responsible for maintaining the confidentiality of such password and shall not disclose it to any third party, and agree that neither Deloitte & Touche Products nor Deloitte has any obligations with regard to the use of such password by third parties. The Company and the User are responsible for any and all activities in the User’s account with the use of the User’s password. The Company and the User agree to notify Deloitte & Touche Products immediately if the security of the User’s account (including, without limitation, its password) may have been compromised.

5.4 Personal Information. You agree to, and consent to the collection and use of your information in accordance with, the Privacy Statement linked hereto.

6.0 AVAILABILITY

6.1 Availability. Neither Deloitte & Touche Products nor Deloitte warrants or guarantees uninterrupted availability of DART. Deloitte & Touche Products reserves the right to modify, suspend or discontinue DART or any portion thereof at any time, including, without limitation, the availability of any content, without notice or liability to the Company or the User. Deloitte & Touche Products may also impose limits on certain features and services or restrict the User’s access to all or parts of DART without notice or liability to the Company or the User.

7.0 SUPPORT

Deloitte & Touche Products endeavors to support the User in using DART through a variety of systems, including on-line help, FAQ, and the use of Live Help. Current availability of Live Help is specified in the help file. Deloitte & Touche Products uses commercially reasonable efforts to make such support tools readily available. However, neither Deloitte nor Deloitte & Touche Products warrants or guarantees that the online materials will be without errors or always be available or that Live Help will be available at the specified times.

8.0 WARRANTY; DISCLAIMERS; LIMITATION OF LIABILITY

8.1 DART IS PROVIDED “AS IS”, AND NEITHER DELOITTE & TOUCHE PRODUCTS NOR DELOITTE MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING DART, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, OR ACCURACY. WITHOUT LIMITING THE FOREGOING, NEITHER DELOITTE & TOUCHE PRODUCTS NOR DELOITTE REPRESENTS OR WARRANTS THAT DART IS FREE OF ERRORS OR BUGS, OR MEETS ANY PARTICULAR GUARANTEE OF PERFORMANCE OR QUALITY, OR THAT THE USER’S USE OF DART WILL BE UNINTERRUPTED.

8.2 IN NO EVENT SHALL DELOITTE & TOUCHE PRODUCTS, DELOITTE, OR THEIR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OR THE INABILITY TO USE DART, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF DELOITTE & TOUCHE PRODUCTS AND DELOITTE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF FORM OF THE ACTION AND WHETHER OR NOT IN TORT, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID HEREUNDER TO DELOITTE & TOUCHE PRODUCTS FOR THE USE OF DART DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

8.3 THE FOREGOING PROVISIONS OF THIS SECTION 8 SHALL APPLY TO THE FULLEST EXTENT OF THE LAW, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE.

8.4 BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO THE COMPANY OR THE USER. If any of the above limitations are found to be unenforceable by a court of competent jurisdiction, such provisions shall not affect the other provisions, but such unenforceable provisions shall be deemed modified to the extent necessary to render THEM enforceable, preserving to the fullest extent permissible the intent set forth herein.

9.0 TERM AND TERMINATION

9.1 Terms.

Annual Subscription. Except as provided in Section 9.4, the term of this Agreement commences on the date of registration and terminates twelve (12) months thereafter. The User may terminate this Agreement within thirty days of registration and receive a refund of the License Fee. Thereafter, no refund of the License Fee will be paid.

Free Trial Subscription. The term of this Agreement commences on the date of registration and terminates thirty (30) days thereafter. The User may subscribe to one free trial term. The Company may subscribe to no more than three free trial terms.

9.2 Cancellation. At any time, the Company or the User may terminate this Agreement and the User’s use of DART by notifying Deloitte & Touche Products of such termination, in which case DART would cease to be available to the User as of the date of such termination. In addition, Deloitte & Touche Products may terminate this Agreement and the User’s use of DART, for any reason or for no reason, with thirty (30) days written notice to the Company or the User; provided that Deloitte & Touche Products shall refund the User or Company a pro-rata portion of the License Fee paid by the User or Company thereunder.

9.3 Termination for Breach. If the User leaves the employ of the Company during the term of this Agreement, the Company or the User shall so notify Deloitte & Touche Products and the User’s rights under this Agreement shall immediately terminate. Deloitte & Touche Products also reserves the right to suspend or terminate this Agreement and restrict, suspend or terminate the User’s use of DART, in each case in whole or part, without notice or liability to the Company or the User, with respect to any breach or threatened breach by the Company or the User of this Agreement. Further, Deloitte & Touche Products may terminate the Agreement in whole or any part thereof upon written notice to User or the Company if Deloitte & Touche Products determines that the performance of any part of this Agreement would be in conflict with law, or independence or professional rules; provided that Deloitte & Touche Products shall refund the User or Company a pro-rata portion of the License Fee paid by the User or Company thereunder.

9.4 User Groups. In the event that the Company or the User has established a group account for the Company with respect to DART, the User and all other users employed by the Company may, at the Company’s option, be grouped together for administrative purposes (a “Multi-User Group”) with one or more users designated as the group administrators (the “Group Administrators”). The term of this Agreement would then commence upon the date of the User’s registration hereunder, but would terminate twelve months after the date of the first Group Administrator’s registration (the “Group Term”). If the User is a member of a Multi-User Group and leaves the employ of the Company during the Group Term, the User’s rights under this Agreement shall terminate and a Group Administrator or Deloitte may assign the User’s rights hereunder to (i) another member of the Multi-User Group, or (ii) an individual employed by the Company who meets the User Criteria and agrees to the terms and conditions of this Agreement for the remainder of the Group Term.

10.0 GENERAL

10.1 Third Party Beneficiary. Deloitte is an intended third party beneficiary of Sections 1, 8 and 10 of this Agreement.

10.2 Governing Law. The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of New York, United State of America, excluding its principles of conflicts of laws.

10.3 Headings. Headings in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement.

10.4 Severability. If any of the provisions of this Agreement are found to be unenforceable by a court of competent jurisdiction, such provisions shall not affect the other provisions, but such unenforceable provisions shall be deemed modified to the extent necessary to render them enforceable, preserving to the fullest extent permissible the intent set forth herein.

10.5 Force Majeure. Notwithstanding any provision contained in this Agreement, Deloitte & Touche Products shall not be liable to the extent performance of DART or any terms or provisions of this Agreement are delayed or prevented by revolution or other civil disorders; wars; acts of enemies or terrorists; strikes; lack of available resources from persons or entities other than the parties to this Agreement; labor disputes; electrical equipment or availability failures; fires; floods; acts of God; federal, state or municipal action, statute, ordinance or regulation; or any other causes beyond Deloitte & Touche Products’ reasonable control.

10.6 Survival. The provisions of Sections 1, 2, 4, 5, 8, 9 and 10 of this Agreement shall survive the expiration or termination of this Agreement or the discontinuance of DART.

10.7 Assignment. The User may not assign, sublicense or otherwise transfer, in whole or in part, its rights or obligations under this Agreement. The Company may assign certain rights under this Agreement as provided in Section 9.4

10.8 Waiver of Jury Trial. DELOITTE & TOUCHE PRODUCTS, THE COMPANY AND THE USER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT (SUCH AS NEGLIGENCE), OR OTHERWISE), RELATING TO THIS AGREEMENT OR THE DELOITTE ACCOUNTING RESEARCH TOOL

10.9 Deloitte. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL does not provide services to clients. In the United States, Deloitte refers to one or more of the US member firms of DTTL, their related entities that operate using the “Deloitte” name in the United States and their respective affiliates. Certain services may not be available to attest clients under the rules and regulations of public accounting. Please see www.deloitte.com/about to learn more about our global network of member firms.

Deloitte Accounting Research Tool (DART), U.K. Version − Terms of Use

All content on the ‘iGAAP’ and ‘GAAP in the UK’ channels of DART and all IFRS-related content on the US Channel of DART is provided to you by Deloitte LLP, which is a limited liability partnership registered in England and Wales with registered number OC303675, with registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom (“Deloitte UK”). Deloitte UK is the United Kingdom affiliate of Deloitte NWE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NWE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms. DART content provided by Deloitte UK is intended to be used under the terms of this agreement (the “Agreement”).

For the purposes of this U.K. Version of the Terms of Use, the term DART shall be limited to only the content provided by Deloitte UK.

For the purposes of this Agreement, a “User” is an individual who meets the following criteria (the “User Criteria”):

(i) is at least eighteen (18) years of age;

and

1.0 GENERAL

1.1 DART is intended, in part, to provide guidance to assist the User in understanding generally accepted accounting principles and related regulatory information.

1.2 As to content:

Although Deloitte UK has provided certain content used in DART, Deloitte UK is not the author of the accounting standards, company legislation and other authoritative material from standard-setters and other regulatory authorities, which is provided by third parties. Deloitte UK is not responsible for the maintenance or reliability of the material provided by such third parties.
Neither the provision of content for DART, nor the User’s use of DART, constitutes an audit, review or any other attestation services by Deloitte UK. Deloitte UK is not offering to perform or performing any professional services by reason of DART. In particular, Deloitte UK is not issuing an attestation report or forming or providing an opinion, report or any other form of assurance on any financial statements, financial information or internal controls of the Company or any other entity.
Neither the Company nor the User may use or display Deloitte trade names, trademarks, service marks, logos, or trade dress (the “Deloitte Trademarks”) by virtue of or in connection with the User’s use of DART. The Company and the User agree that they will not use the Deloitte Trademarks in any manner, including, without limitation, in brochures, proposals, statements of qualifications or the like. While the Company may disclose the fact that the User uses the material contained in DART, in no event shall the Company or User state or imply that Deloitte UK has endorsed the Company’s accounting policies or practices.
There are no claims, promises, or guarantees about the accuracy, completeness, adequacy, or compliance with authoritative guidance, including, without limitation, International Financial Reporting Standards or UK Generally Accepted Accounting Practice (UK GAAP), of the content or information contained in DART.
The Company and the User acknowledge and agree that the information contained in DART is not advice and that it should not be, and is not, a substitute for professional judgment, nor should it be used as a basis for any decision or action that may affect the Company or the User.
Before making any decision or taking any action that may affect the Company or the User, a suitably qualified professional advisor should be consulted.
The above provisions should be read in tandem with clause 8 below.

1.3 The Company and User acknowledge and agree that if the Company is subject to the independence rules of the US Securities and Exchange Commission (SEC) it should obtain audit committee pre-approval for subscriptions to DART. If the Company is such a company audited by a DTTL member firm or affiliate of a DTTL member firm, the User and the Company agree that such audit committee approval has already been obtained, or will be obtained. Other audit clients (and affiliates of audit clients) of DTTL member firms (and their affiliates) should consider whether audit committee (or equivalent) approval is required under the relevant local independence framework.

2.0 LICENSE

2.1 License. Subject to the User’s payment of the applicable license fee, if any (the “License Fee”) in accordance with Section 4, the User is hereby granted a limited, non-exclusive, non-transferable license to use DART in accordance with the terms of this Agreement. This license shall continue until termination of this Agreement by the Company, the User or Deloitte UK in accordance with Section 9, or the discontinuance of DART by Deloitte UK, whichever comes first.

(a) no more than 25 hard copies of selected excerpts of specific documents from DART, where “selected excerpts” is defined as less than 25% of a specific document, and

Should the Company desire to produce more than the amounts indicated above, the User must send a request to dart@deloitte.com for prior written permission, and pay any additional fees imposed.

2.4 Additional Restrictions. The User’s use of DART is subject to the following additional restrictions. The User will not, and will not permit others to, (i) de-compile, reverse engineer or disassemble the Platform, or any components thereof, or apply any other process or procedure to derive the source code of any software included in the Platform, or allow any third party to do so; (ii) sell, re-license, rent, lease, provide service bureau or timeshare access to, the Platform; (iii) use the Platform for incorporation in any device, article, commodity, product or goods for use by or sale or lease to third parties, or for the provision of services to third parties; (iv) use the Platform or the output thereof in any way that is fraudulent or misleading, or violates applicable law, rule or regulation; (v) use the Platform in any way that: (A) interferes with or disrupts other network users, network services or network equipment, including spamming; (B) results in the introduction of computer worms or viruses; (C) involves the use of false identities; or (D) attempts to gain unauthorized entry to any servers or databases through which such Platform is provided; (vi) modify, copy, or otherwise reproduce DART; or (vii) remove any proprietary notices or labels displayed on DART. All rights not expressly granted in this Agreement are reserved by Deloitte UK. There are no implied rights granted with respect to DART, including, without limitation, the content or information contained therein.

2.8 The Company and the User agree that both the Company and the User shall be held responsible for any breach of this Agreement by the User.

3.0 RESERVATION OF RIGHTS

Deloitte UK reserves the right to change the terms set forth herein, or to add additional terms, and such changes or additions shall become effective immediately. Therefore, the User is advised to review these terms periodically.

4.0 FEES AND PAYMENTS

4.1 License Fee. The License Fees, if any, are posted on DART. Acceptance of this Agreement includes acceptance of the License Fees posted on DART at the time of the User’s subscription to the applicable content. The User is completely responsible for all charges, fees and taxes arising out of the User’s use of DART.

4.2 Payment. Deloitte & Touche Products Company LLC (“Deloitte & Touche Products”), a subsidiary of Deloitte LLP a U.S, member firm of DLLP (“ DLLP”) will charge the User’s credit card for the total amount due, if any, as determined above, at the time of registration, or following registration will send an invoice for electronic payment or by check, or apply the payment to the associated DLLP work breakdown structure, if applicable. In the event payment is subsequently reversed by the User’s financial institution, or by any intermediary processing agency, Deloitte UK reserves all rights and remedies available at law or in equity, including, without limitation, the right to suspend the User’s use of DART.

5.0 CONFIDENTIALITY

5.1 Confidentiality. Deloitte UK will not enter, edit, or use the User’s information, except to the extent necessary to provide DART hereunder, or as may be required by law or regulation, or to respond to governmental inquiries, or in accordance with applicable professional standards or rules, or in connection with litigation pertaining to DART.

5.2 Security. Deloitte UK believes that it and its vendors use commercially reasonable practices, including encryption and firewalls, in an effort to prevent the unauthorized disclosure of User’s personal information and information concerning the Company. However, the Company and the User acknowledge that the Internet is an open system, and agree that Deloitte UK does not warrant or guarantee that third parties cannot or will not intercept or modify information (including, but not limited to, comments), or data submitted by the User.

5.3 Password. As part of the registration process for DART, the User will select a password. The Company and the User are responsible for maintaining the confidentiality of such password and shall not disclose it to any third party, and agree that Deloitte UK does not have any obligations with regard to the use of such password by third parties. The Company and the User are responsible for any and all activities in the User’s account with the use of the User’s password. The Company and the User agree to notify Deloitte UK immediately if the security of the User’s account (including, without limitation, its password) may have been compromised.

5.4 Personal Information. You agree to, and consent to the collection and use of your information in accordance with, the Privacy Statement linked hereto.

6.0 AVAILABILITY

6.1 Availability. Deloitte UK does not warrant or guarantee uninterrupted availability of DART. Deloitte UK reserves the right to modify, suspend or discontinue DART or any portion thereof at any time, including, without limitation, the availability of any content, without notice or liability to the Company or the User. Deloitte UK may also impose limits on certain features and services or restrict the User’s access to all or parts of DART without notice or liability to the Company or the User.

7.0 SUPPORT

Deloitte UK endeavors to support the User in using DART through a variety of systems, including on-line help, FAQ, and the use of Live Help. Current availability of Live Help is specified in the help file. Deloitte UK uses commercially reasonable efforts to make such support tools readily available. However, Deloitte UK does not warrant or guarantee that the online materials will be without errors or always be available or that Live Help will be available at the specified times.

8.0 WARRANTY; DISCLAIMERS; LIMITATION OF LIABILITY

8.1 All warranties, conditions and other terms implied by statute and law are excluded to the maximum extent permitted.

8.2 Unless expressly provided, the information and services available on DART are delivered “as is” without warranty of any kind. Deloitte UK does not warrant or represent that the content (or services, information or material supplied on which all or part of a content depends) will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that all Faults will be corrected.

8.3 Deloitte UK shall not be liable for any loss, damage or cost resulting from any such Faults. The Company and the User assume responsibility and entire risk as to the suitability and results obtained from use of DART, and any decisions made or actions taken based on the information contained in or generated by DART. The Company and the User are responsible for the preparation, content, accuracy and review of any documents, data, or output prepared or resulting from the use of DART. In no event shall Deloitte UK or any of its affiliates be liable for any penalties, interest or taxes assessed by any governmental or regulatory authority.

8.4 No Advice. The Company and the User understand that Deloitte UK are an aggregator and provider of information (including opinions) for general information purposes only and do not provide financial, tax and accounting, medical, legal or other professional advice. Some information may contain the opinions of third parties, and Deloitte UK is not responsible for these opinions. Likewise, Deloitte UK is not responsible for any loss, damage or cost resulting from any decisions taken by the User that is made in reliance on DART, including legal, compliance and/or risk management decisions. The Company and the User agree to use DART at their own risk.

8.5 These terms shall apply to the fullest extent of the law, whether in contract, statute, tort (including, without limitation, negligence) or otherwise.

8.6. The maximum liability of Deloitte UK in connection with this Agreement, regardless of form of the action, shall be limited to the amount of fees paid for the use of DART during the twelve month period immediately preceding the claim. The Company and the User acknowledge and accept that the amount of fees may be zero.

8.7 Any claim or action brought by the Company under or in connection with the use of DART must be brought within 24 months of the date that the Company first became aware, or ought reasonably to have become aware, of the facts that give rise to the cause of action.

8.8 Any claim or action brought by the User under or in connection with the use of DART must be brought within 24 months of the date that the User first became aware, or ought reasonably to have become aware, of the facts that give rise to the cause of action.

9.0 TERM AND TERMINATION

9.1 Terms.

9.2 Cancellation. At any time, the Company or the User may terminate this Agreement and the User’s use of DART by notifying Deloitte UK of such termination, in which case DART would cease to be available to the User as of the date of such termination. In addition, Deloitte UK may terminate this Agreement and the User’s use of DART, for any reason or for no reason, with thirty (30) days written notice to the Company or the User; provided that Deloitte & Touche Products shall refund the User or Company a pro-rata portion of the License Fee paid by the User or Company, if any, thereunder.

9.3 Termination for Breach. If the User leaves the employ of the Company during the term of this Agreement, the Company or the User shall so notify Deloitte UK and the User’s rights under this Agreement shall immediately terminate. Deloitte UK also reserves the right to suspend or terminate this Agreement and restrict, suspend or terminate the User’s use of DART, in each case in whole or part, without notice or liability to the Company or the User, with respect to any breach or threatened breach by the Company or the User of this Agreement. Further, Deloitte UK may terminate the Agreement in whole or any part thereof upon written notice to User or the Company if Deloitte UK determines that the performance of any part of this Agreement would be in conflict with law, or independence or professional rules; provided that Deloitte UK shall refund the User or Company a pro-rata portion of the License Fee paid, if any, by the User or Company thereunder.

9.4 User Groups. In the event that the Company or the User has established a group account for the Company with respect to DART, the User and all other users employed by the Company may, at the Company’s option, be grouped together for administrative purposes (a “Multi-User Group”) with one or more users designated as the group administrators (the “Group Administrators”). The term of this Agreement would then commence upon the date of the User’s registration hereunder, but would terminate twelve months after the date of the first Group Administrator’s registration (the “Group Term”). If the User is a member of a Multi-User Group and leaves the employ of the Company during the Group Term, the User’s rights under this Agreement shall terminate and a Group Administrator or Deloitte UK may assign the User’s rights hereunder to (i) another member of the Multi-User Group, or (ii) an individual employed by the Company who meets the User Criteria and agrees to the terms and conditions of this Agreement for the remainder of the Group Term.

10.0 GENERAL

10.1 Third Party Beneficiary. DLLP is an intended third party beneficiary of Sections 1, 8 and 10 of this Agreement.

10.2 Governing Law. The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

10.3 Headings. Headings in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement.

10.5 Force Majeure. Notwithstanding any provision contained in this Agreement, Deloitte UK shall not be liable to the extent performance of DART or any terms or provisions of this Agreement are delayed or prevented by revolution or other civil disorders; wars; acts of enemies or terrorists; strikes; lack of available resources from persons or entities other than the parties to this Agreement; labor disputes; electrical equipment or availability failures; fires; floods; acts of God; federal, state or municipal action, statute, ordinance or regulation; or any other causes beyond Deloitte UK’s reasonable control.

10.6 Survival. The provisions of Sections 1, 2, 4, 5, 8, 9 and 10 of this Agreement shall survive the expiration or termination of this Agreement or the discontinuance of DART.

Open Source Compliance Information

Applicable License	Component(s)	License Terms
Apache 2.0	typescript 2.5.2 Copyright (c) Microsoft Corporation. All rights reserved.	Apache License Version 2.0, January 2004 http://www.apache.org/licenses/ TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION 1. Definitions. “License” shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document. “Licensor” shall mean the copyright owner or entity authorized by the copyright owner that is granting the License. “Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. “You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License. “Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files. “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types. “Work” shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below). “Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof. “Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.” “Contributor” shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work. 2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form. 3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed. 4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions: (a) You must give any other recipients of the Work or Derivative Works a copy of this License; and (b) You must cause any modified files to carry prominent notices stating that You changed the files; and (c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and (d) If the Work includes a “NOTICE” text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License. You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License. 5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions. 6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file. 7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License. 8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages. 9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability. END OF TERMS AND CONDITIONS
MIT License	Angular.UI.Bootstrap 0.14.3 Copyright (c) 2012-2015 the AngularUI Team, https://github.com/organizations/angular-ui/teams/29 Angular.UI.Utils 0.2.3 Copyright (c) 2015 the AngularUI Team, http://angular-ui.github.com angularjs 1.4.6 Copyright (c) 2010-2015 Google, Inc. http://angularjs.org atoa 1.0.0 Copyright © 2015 Nicolas Bevacqua bootstrap 3.3.5 Copyright (c) 2011-2015 Twitter, Inc contra 1.9.4 Copyright © 2014 Nicolas Bevacqua crossvent 1.5.4 Copyright © 2014 Nicolas Bevacqua custom-event 1.0.0 Copyright (c) 2015 Nathan Rajlich dragula 3.7.2 Copyright © 2015-2016 Nicolas Bevacqua HTML5.HTML5Shiv 3.7.2 Copyright (c) 2014 Alexander Farkas (aFarkas). jasmine 2.2.0 Copyright (c) 2008-2014 Pivotal Labs jquery 1.11.3 Copyright 2014 jQuery Foundation and other contributors jquery 2.1.4 Copyright 2014 jQuery Foundation and other contributors jquery.ui.combined 1.11.4 Copyright jQuery Foundation and other contributors, https://jquery.org/ mithril 1.1.6 Copyright (c) 2017 Leo Horie Twitter.Bootstrap.Less 3.3.5 Copyright (c) 2011-2015 Twitter, Inc webpack 3.5.5 Copyright JS Foundation and other contributors	Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
BSD 3 - Clause	Antlr 3.5.0.2 Copyright (c) 2013 Terence Parr, Sam Harwell All rights reserved.	Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: 1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. 2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. 3. Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission. THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE
Microsoft Public License (MS-PL)	CommonServiceLocator 1.3.0 EnterpriseLibrary.ExceptionHandling.Logging 6.0.1304 Copyright (c) Microsoft. EnterpriseLibrary.Logging 6.0.1304 Copyright (c) Microsoft.	Microsoft Public License (Ms-PL) This license governs use of the accompanying software. If you use the software, you accept this license. If you do not accept the license, do not use the software. 1. Definitions The terms “reproduce,” “reproduction,” “derivative works,” and “distribution” have the same meaning here as under U.S. copyright law. A “contribution” is the original software, or any additions or changes to the software. A “contributor” is any person that distributes its contribution under this license. “Licensed patents” are a contributor's patent claims that read directly on its contribution. 2. Grant of Rights (A) Copyright Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free copyright license to reproduce its contribution, prepare derivative works of its contribution, and distribute its contribution or any derivative works that you create. (B) Patent Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free license under its licensed patents to make, have made, use, sell, offer for sale, import, and/or otherwise dispose of its contribution in the software or derivative works of the contribution in the software. 3. Conditions and Limitations (A) No Trademark License- This license does not grant you rights to use any contributors' name, logo, or trademarks. (B) If you bring a patent claim against any contributor over patents that you claim are infringed by the software, your patent license from such contributor to the software ends automatically. (C) If you distribute any portion of the software, you must retain all copyright, patent, trademark, and attribution notices that are present in the software. (D) If you distribute any portion of the software in source code form, you may do so only under this license by including a complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code form, you may only do so under a license that complies with this license. (E) The software is licensed “as-is.” You bear the risk of using it. The contributors give no express warranties, guarantees, or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the extent permitted under your local laws, the contributors exclude the implied warranties of merchantability, fitness for a particular purpose and non-infringement