Access to the Deloitte Accounting Research Tool (“DART”), including the content and information provided on this website (the “Site”), is granted by Deloitte & Touche Products Company LLC (“Deloitte & Touche Products”), a wholly owned subsidiary of Deloitte LLP (“Deloitte”) and is intended to be used under the terms of this agreement and any operating rules or policies posted on this Site from time to time (collectively, 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;
(ii) is authorized to accept the terms and conditions of this Agreement on behalf of your company (the “Company”).
REGISTRATION FOR USE OF DART REQUIRES ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE “I AGREE” BUTTON AT THE BOTTOM OF THIS AGREEMENT, YOU CONFIRM THAT YOU MEET THE USER CRITERIA SET FORTH ABOVE, AND THAT YOU AND THE COMPANY AGREE TO BE BOUND BY THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING THE “ACCEPT” BUTTON BELOW. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD CANCEL THE REGISTRATION BY CLICKING THE “DECLINE” BUTTON.
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 or Deloitte & Touche Products. Neither Deloitte nor Deloitte & Touche Products is offering to perform or performing any professional services by reason of DART. In particular, neither Deloitte nor Deloitte & Touche Products 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 state or imply that Deloitte or Deloitte & Touche Products 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.
2.1 License. Subject to the User’s payment of the applicable license fee (the “License Fee”) in accordance with Section 4, the Company is hereby granted a limited, non-exclusive, non-transferable license for the User to use DART in accordance with the terms of this Agreement and the instructions on the Site. 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 agree to print a notice on such copies acknowledging the relevant copyright owner’s rights thereto as follows:
- Copyright [year(s)] by Financial Accounting Standards Board, Norwalk, Connecticut
- Copyright [year(s)] by American Institute of Certified Public Accountants, New York, NY
- Copyright [year(s)] by Deloitte LLP, New York, NY
- Copyright [year(s)] by [copyright owner]
Should the Company desire to produce more than the amounts indicated above, the User must contact Deloitte & Touche Products at firstname.lastname@example.org for prior written permission, and pay any additional fees imposed by Deloitte & Touche Products.
2.3 Additional License Terms Applicable to Colleges and Universities. For the purposes of this Section 2.3 the “Company” shall mean an accredited [US] 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, (a) modify, copy, or otherwise reproduce DART in whole or in a part; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the software used by DART; (c) distribute, sublicense, assign, share, timeshare, sell, rent, or lease the content contained in DART; (d) remove any proprietary notices or labels displayed on the Site; or (e) use DART or the Site for any unlawful purpose. All rights not expressly granted in this Agreement are reserved by Deloitte & Touche Products. There are no implied rights granted with respect to DART or the Site, 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 the policies incorporated herein by reference, or to add additional terms or policies at any time, and such changes or additions shall become effective upon the first day of the month following the publication of these changes to the Site. Therefore, the User is advised to review these terms and the incorporated policies periodically.
4.0 FEES AND PAYMENTS
4.1 License Fee. The License Fee is posted on the Site. Acceptance of this Agreement includes acceptance of the License Fee posted on the Site at the time of the User’s registration. The User is completely responsible for all charges, fees and taxes arising out of the User’s use of DART.
4.2 Other Costs. In addition to the fees and charges set forth above, the User is responsible for all expenses and charges associated with accessing the Internet and connecting to the Site, any service fees associated with such access and connection, and for providing all equipment necessary for the User to make the connection.
4.3 Payment. Deloitte & Touche Products will charge the User’s credit card or checking account for the total amount due, as determined above, at the time of registration. 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
5.1 Confidentiality. Deloitte & Touche Products will not enter, edit, or use the User’s personal information, except to the extent necessary to provide DART hereunder. Further, Deloitte & Touche Products does not control nor have the rights to access the User’s account without the prior consent of the User or the Company.
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.
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 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.
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 NOR DELOITTE & TOUCHE PRODUCTS 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 NOR DELOITTE & TOUCHE PRODUCTS 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, DELOITTE & TOUCHE PRODUCTS 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 AND DELOITTE & TOUCHE PRODUCTS 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
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.
9.3 Termination for Breach. If the User leaves the employ of the Company during the term of this Agreement, or no longer meets the User Criteria, 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 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.
10.1 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, 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 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.