SmartXBRL - Terms & Conditions of Use

Welcome to SmartXBRL, an online service provided by BCL Technologies, Inc. (BCL) to quickly and easily convert your Word and EDGAR HTML documents to SEC-compliant XBRL.

The following are the terms and conditions for use of BCL's SmartXBRL (the "SERVICE"). Please read them carefully. BY USING THE SERVICE, YOU ARE STATING THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE TERMS OF SERVICE (the "TERMS").

1. PRIVACY

It is BCL's policy to respect the privacy of users for the SERVICE. Therefore, BCL will not monitor, edit, or disclose any personal information about you or the documents you submit for conversion, including their contents, without your prior permission unless BCL in its sole discretion believes that such action is necessary to: (1) comply with legal process; (2) otherwise protect the legal rights of BCL; (3) enforce the TERMS; or (4) protect the interests of users for the SERVICE or others. BCL may on occasion provide certain user information in anonymous, aggregate form to third parties such as advertisers for demographic purposes. However, BCL will not provide any 3rd party entities with your email address or other contact information. This SERVICE is not intended to be used for unsolicited email or spam. Your email address may be used in the following ways: (1) to send you an email with your converted document attached; (2) to send you an email with any error messages concerning the document you submitted to the SERVICE; (3) to periodically send you an email containing announcements from BCL. You will have the opportunity to "opt-out" of any regularly-occurring email sent from BCL. You agree that BCL may have access to your email information and the documents you submit for conversion, including their contents, for any of the reasons stated above, or to respond to service or technical issues.

2. USER ACCOUNT

The SERVICE is provided on a pay-per-access basis. In order to use the SERVICE, it is necessary for the user to establish and have a current account with BCL. The availability and extent of usage of the SERVICE shall be as set forth in such other written agreements and/or purchase orders as may hereafter be entered into between user and BCL.

3. USER CONDUCT

The user is permitted to make commercial use of the documents it converts by the use of the SERVICE. You agree that your use of the SERVICE will at all times comply with all applicable local, state, federal, national and international laws and regulations, and that you are solely responsible for all acts or omissions that occur under your account or password, including the content of documents you submit to the SERVICE for conversion. By way of example rather than limitation, you hereby agree, among other things, not to: submit to the SERVICE for conversion any illegal, unlawful, oppressive, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable documents or other material of any kind or nature; submit to the SERVICE for conversion any documents or other material that may infringe upon the intellectual property rights or other rights of third parties, including without limitation such rights under the law of security regulations, patents, trademarks, copyrights and trade secrets; submit to the SERVICE for conversion any documents or other material which contain or include any viruses, Trojan horses, worms, time bombs, or any other harmful or destructive programs or subroutines; violate any statute, regulation or law regarding or pertaining to the transmission of technical data or software exported from the United States; interfere with or disrupt any networks in connection with your use of the SERVICE, nor violate the regulations, policies, procedures, terms or conditions for the use of any such networks; attempt to gain unauthorized access to the documents or other material submitted to the SERVICE by any other user, nor to any other accounts, computer systems or networks connected or related to the SERVICE, through the use of password mining or by any other means; or interfere with, or disrupt in any manner, any other user's use of the SERVICE.

4. DISCLAIMER OF WARRANTIES

BCL TECHNOLOGIES AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU ASSUME ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, AND USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OR MISUSE OF DATA OR SERVICE, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY OF THE DATA CONTAINED IN DOCUMENTS SUBMITTED TO THE SERVICE FOR CONVERSION AND DETERMINING THE APPROPRIATENESS OF USE OF THE SERVICE AND ASSUME ALL RISKS ASSOCIATED WITH ITS USE.

5. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, under no circumstances, including, but not limited to, negligence, shall BCL be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, the SERVICE, any changes to the SERVICE, unauthorized access to or alteration of your documents or other materials submitted to the SERVICE, any documents or other material or data sent or received or not sent or received, or any transactions entered into through the SERVICE. You specifically agree that BCL is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights. If you are dissatisfied with the SERVICE, the materials available on or through the SERVICE, or with any of the TERMS, your sole and exclusive remedy is to discontinue using the SERVICE. LIMITATION OR EXCLUSION OF WARRANTIES CONDITIONS, AND/OR LIABILITY FOR SOME TYPES OF DAMAGES MAY NOT BE PERMITTED IN SOME JURISDICTIONS, IN WHICH CASE SOME OR ALL OF SECTIONS 4 AND 5 MAY NOT APPLY TO YOU. IF PERMITTED BY LAW, BCL'S LIABILITY IS LIMITED TO RESUPPLYING THE SERVICE.

6. INDEMNIFICATION

You agree to indemnify and hold BCL, its parents, subsidiaries, affiliates, officers and employees, harmless of and from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct with regard to the SERVICE.

7. PROPRIETARY RIGHTS TO CONTENT

You acknowledge that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in either sponsor advertisements or email-distributed, commercially produced information presented to you by the SERVICE, by BCL, or by any advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may make a copy of this content, provided that you keep all copyright and other proprietary notices intact. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the SERVICE, including code and software.

8. MODIFICATIONS TO TERMS, USER POLICIES

BCL reserves the right to change the TERMS or policies regarding the use of the SERVICE at any time and to notify you by posting an updated version of the TERMS on the SERVICE site.

9. LAWS

The TERMS shall be governed by and construed in accordance with the laws of the State of California and the United States of America, excluding their conflict of law provisions. You and BCL agree to submit to the exclusive jurisdiction of, and venue in, of the Superior Court of the State of California in and for the County of Santa Clara and the United States District Court for the Northern District of California, San Jose Division. If any provision(s) of the TERMS is(are) held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. BCL's failure to exercise or enforce any right or provision of the TERMS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BCL in writing. You and BCL agree that any cause of action arising out of or related to this SERVICE must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The section titles in the TERMS are solely used for the convenience of the parties and have no legal or contractual significance.

10. CHOICE OF LANGUAGE

You and BCL hereby expressly agree that the TERMS be, and hereby are, set forth in the English language. In the event you are not fluent in the English language, you hereby represent and warrant to BCL that, before agreeing to be bound by the TERMS, you have sought and obtained a translation of them from a competent professional translator, and have agreed to be bound by each and all of the TERMS as set forth herein even if an error of translation has occurred, for which error you accept full responsibility and for which error you hereby agree to waive and not raise as a possible defense or claim, or a part or element thereof, in any action or proceeding between you and BCL arising out of your use of the SERVICE.

SmartXBRL is a service mark of BCL Technologies, Inc. All Rights Reserved.