Terms of Use

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

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:

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 for informational and research purposes only, 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) modify, translate, de-compile, reverse engineer or disassemble DART, or any components thereof, or create derivative works based on the DART content or any portion thereof, or apply any other process or procedure to derive the source code of any software included in DART, or allow any third party to do so; (ii) sell, re-license, rent, lease, provide service bureau or timeshare access to, DART; (iii) use the DART content in any service bureau or time sharing arrangement; (iv) use the DART content for any purpose that allows any third parties to access, use or benefit from the DART content in a manner that has not been expressly authorized by Deloitte & Touche Products; (v) make the DART content available as an application service provider for anyone other than User or Company; (vi) re-engineer, repurpose, reconfigure or modify the DART content in such a manner as to alter the substance, meaning or intent of the DART content; (vii) use DART 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; (viii) use DART or the output thereof in any way that is fraudulent or misleading, or violates applicable law, rule or regulation; (ix) use DART 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 DART is provided; (x) modify, copy, or otherwise reproduce DART content; or (xi) remove any proprietary notices or labels displayed on DART content.

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);

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.

2.9 AI/ML Use Prohibited. Deloitte & Touche Products expressly prohibits any User or Company from using any documents, content or materials in DART in connection with any artificial intelligence or machine learning technology, platform or other system, or large language models (LLMs) and related algorithms, software and technologies under any circumstances, including using any documents, content or materials in DART as input into or for other training or development of artificial intelligence, and use of any such documents, content or materials to build, train or fine-tune such artificial intelligence or machine learning technology, platform or other system, such as to create any AI services or software, derivative works, compilations or collective works, is expressly prohibited. User may neither use nor attempt to use any portion of the DART content for any purpose that (1) infringes, misappropriates, or otherwise violates any intellectual property right of Deloitte & Touche Products or of any third parties which have licensed to Deloitte & Touche Products the right to redistribute or sublicense any materials, or (2) allows any third parties to access, use or benefit from the DART content or derivatives thereof in a manner that has not been expressly authorized by Deloitte & Touche Products. Violation by any User or Company of this section shall result in termination pursuant to Section 10.3 of this Agreement.

User will not, and will not authorize any third party to, distribute or use DART content to: (A) infringe any third-party rights, (B) develop, train or improve any AI (separate from any express authorization to User from Deloitte & Touche Products), (C) represent any output from the Licensee Product as being approved or vetted by Licensor, (D) represent any output from the Licensee Product as being an original work or a wholly human-generated work, (E) use the output from the Licensed Product for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with commercially reasonable human review and in compliance with applicable laws, or (F) use output from the Licensee Product for purposes or with effects that are discriminatory, harassing, harmful or unethical.

Except as expressly permitted in this Agreement, the use of DART content via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited (including the use of automated systems or software to extract data from the DART content). Unless otherwise agreed to by Deloitte & Touche Products in writing, use of the DART content is permitted only via individual Users engaged in an active user session and may not be collected via automated or robotic methods. Regardless of the data delivery method and subject to the following, the DART content may not be used in conjunction with any AI solution.

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.

5.2 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.

(b) Certain portions of the DART content may consist of data, services, and other materials proprietary to third parties which have licensed to Deloitte & Touche Products the right to redistribute or sublicense such materials. Such third party licensors shall be third party beneficiaries of this Agreement.

9.2 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.

9.3 THE FOREGOING PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT OF THE LAW, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE.

9.4 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.

Annual Subscription. Except as provided in Section 10.4, 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. Upon any termination or expiration of this Agreement, the User agrees to discontinue use of the DART content and use commercially reasonable best efforts to destroy all copies and delete all instances of the DART content. 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.

10.2 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.

10.3 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.

10.4 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. The User and the Company shall ensure that no entity or person located and/or established in the Russia Federation, or any jurisdiction subject to comprehensive embargo under applicable economic sanctions, shall have access to, receive, use, implement and/or benefit from DART, and Deloitte & Touche Products/we may suspend or terminate the User’s and/or the Company’s subscription immediately in the event of a breach of this requirement.

11.2 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.

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

11.4 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.

11.5 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.

11.6 Survival. The provisions of Sections 1, 2, 4, 5, 9, 10 and 11 of this Agreement shall survive the expiration or termination of this Agreement or the discontinuance of DART.

11.7 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 10.4.

11.8 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.

11.9 U.S. Government Restricted Rights. The DART content is a “commercial item” as that term is defined in 48 CFR 12.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 CFR 12.212 (Sept. 1995). Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire the DART content with only those rights explicitly set forth herein.

11.10 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.