1. Agreement and order of precedence

You accept these Terms by checking the acceptance box at checkout, signing or accepting an order form that incorporates them, or using a paid Service after being presented with them. The person accepting for an organization confirms that they are authorized to do so.

If documents conflict, the following order applies: a signed order form or master agreement; the Data Processing Addendum for personal-data processing; the Service Level Agreement; these Terms; and product documentation. A document controls only the subject it addresses. Procurement portal terms and purchase-order boilerplate do not modify this agreement unless EasyBRL expressly signs them.

2. Eligibility, accounts, and API keys

You must be legally capable of entering a contract and at least 18 years old. Account information must be accurate and kept current. You are responsible for users acting through your account and for assigning appropriate portal roles.

API keys and activation credentials are confidential. Store them securely, limit access, rotate them when personnel or systems change, and revoke them promptly if compromise is suspected. You must not publish, sell, sublicense, or share credentials outside your organization or authorized contractors. Notify us promptly at [email protected] of suspected unauthorized use.

Hosted portal authentication and user-directory functions are provided through Supabase. Supabase processes account identifiers, email addresses, authentication credentials and password verifiers, confirmation and recovery state, session and security data, and role metadata on EasyBRL’s behalf as described in the Privacy Policy, DPA, and Subprocessor Register.

3. Hosted validation service

The hosted API accepts an XBRL XML instance or xBRL-CSV report package, performs the validations available for the selected taxonomy and profile, and returns machine-readable JSON diagnostics. Supported formats, limits, taxonomies, regions, and API behavior are described in the applicable documentation or order form.

Submitted files and returned validation JSON are processed only to complete the request. EasyBRL does not intentionally persist, log, back up, use for analytics or model training, or make their contents available to personnel. Transient working data is destroyed when the request succeeds, fails, or times out. Content-free billing and security metadata is retained as described in the Privacy Policy and DPA.

You may choose an available EU or US processing region. The decrypted XBRL content is to remain inside the selected regional boundary, including edge processing. This commitment applies only when the applicable region is listed as generally available and verified in our service documentation.

4. Offline Docker service

During the paid subscription term, EasyBRL grants you a limited, non-exclusive, non-transferable right to run the delivered Docker software and bundled offline entitlement and taxonomy packages in the number of customer-controlled environments stated in the order. You may use it only for your internal operations and services expressly authorized by the order.

The delivered runtime does not initiate outbound internet connections or transmit telemetry or customer data to EasyBRL. Updates and entitlement files are distributed for customer-controlled installation. You control and are responsible for deployment, network configuration, access, patch installation, backups, monitoring, capacity, and the security of your environment.

You may not make the software available as a competing hosted service, redistribute images or entitlement material, remove notices, defeat license limits, or allow an unrelated third party to use it unless an order form permits that use.

5. Excel add-in and activation

An add-in license permits the purchased number of users or installations during the stated term. Activation keys and tokens may be limited to that count. Contact us when legitimately transferring a license to another computer. Trial access is limited to the stated period and may be restricted to one trial per person or installation.

Legacy lifetime licenses remain valid for the version and rights sold with them, but do not include future major versions or hosted services unless stated at purchase. All licenses may be suspended or revoked for fraud, chargeback abuse, credential sharing, circumvention, or material breach.

6. Customer data and instructions

As between the parties, you retain all rights in files, facts, metadata, and other material you submit (“Customer Data”) and in your validation results. You grant EasyBRL only the limited right to process Customer Data as needed to provide, secure, and support the requested Service and comply with law.

You determine whether Customer Data may lawfully be processed, have all required notices, permissions, and legal bases, and must not submit data prohibited by law or contract. If Customer Data contains personal data, the DPA applies. Do not submit special-category, criminal-offence, export-controlled, or similarly restricted information unless an order expressly authorizes it and appropriate safeguards are agreed.

7. Acceptable use and service protection

We may apply documented technical limits and reasonable rate controls. If urgent action is needed to protect the Service, customers, or third parties, we may block a key or request immediately and will notify the affected customer when legally and operationally possible.

• Do not use the Services unlawfully, infringe third-party rights, or process data without authority.
• Do not probe, scan, disrupt, overload, bypass authentication or rate limits, introduce malicious code, or attempt unauthorized access.
• Do not reverse engineer or derive source code except to the limited extent a non-waivable law permits it after prior written notice.
• Do not resell, sublicense, benchmark for publication, or build a competing product from the Services without written permission.
• Do not use validation output to train a competing validation engine or misrepresent it as an official regulator determination.

8. Validation limitations and filing responsibility

Taxonomies, formulas, regulator rules, interpretations, and filing portals change. A successful validation does not guarantee acceptance, accuracy, completeness, legal compliance, or the absence of other errors. A diagnostic may also require professional interpretation.

You remain responsible for source data, taxonomy and entrypoint selection, review, approvals, remediation, filing deadlines, signatures, and submission to the relevant authority. Use qualified professionals and the regulator’s official tools where required.

9. Fees, taxes, renewal, and cancellation

Prices, billing intervals, included usage, overages, currency, and payment timing are shown at checkout or in an order. Fees exclude applicable taxes unless stated otherwise. You authorize recurring charges for subscriptions until cancellation. Monthly and annual subscriptions renew for the same period at the then-current disclosed price unless cancelled before renewal.

You may cancel future renewal through the available billing portal or by contacting us. Cancellation takes effect at the end of the paid term unless law or an order provides otherwise. Failure to pay may result in suspension after any stated grace period. Refunds are governed by the Refund Policy and mandatory law.

10. Confidentiality

Each party will protect the other party’s non-public business, technical, security, and commercial information using at least reasonable care and use it only for this agreement. Confidential information does not include information lawfully known without restriction, independently developed, publicly available without breach, or rightfully received from another source.

A recipient may disclose information when legally required after giving advance notice where permitted and limiting disclosure to what is required. These duties continue for five years after disclosure and indefinitely for trade secrets while protected by law. The DPA governs personal data.

11. Intellectual property and feedback

EasyBRL and its licensors retain all rights in the Services, software, documentation, taxonomic processing methods, interfaces, and improvements. Except for the express licenses in these Terms, no rights are transferred. Third-party and open-source components remain subject to their applicable licenses.

If you provide suggestions, you grant EasyBRL a perpetual, worldwide, royalty-free right to use them without identifying you or disclosing your confidential information.

12. Availability, support, and changes

The hosted API service level is stated in the SLA. No service level applies to trials, previews, free services, customer-operated deployments, or features identified as beta. Support scope and response targets are those in the applicable order or documentation.

We may update the Services to improve security, compatibility, or functionality. We will give reasonable advance notice of a material removal that substantially reduces paid functionality when practicable. Taxonomy and regulator-driven changes may require shorter notice.

13. Warranties and disclaimers

EasyBRL warrants that paid Services will materially conform to their documentation during the paid term and that it will provide them with reasonable skill and care. Your exclusive remedy for a verified breach is re-performance or, if that is not commercially reasonable, termination and a prorated refund for the affected unused period.

Except for express warranties and rights that cannot be excluded, the Services are provided “as is” and “as available.” EasyBRL disclaims implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

14. Indemnities

EasyBRL will defend a business customer against a third-party claim that an unmodified paid Service infringes that party’s patent, copyright, or trademark and will pay finally awarded damages or approved settlements. EasyBRL may modify or replace the affected Service or terminate it with a prorated refund. This does not cover Customer Data, customer instructions, combinations not supplied by EasyBRL, continued use after notice, or unauthorized use.

A business customer will defend EasyBRL against third-party claims arising from Customer Data, unlawful instructions, or use in material breach of these Terms, and will pay finally awarded damages or approved settlements. The indemnified party must promptly notify the other, provide reasonable cooperation, and allow control of the defense, without permitting a settlement that admits fault or imposes non-monetary obligations without consent.

15. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive, or consequential damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility. EasyBRL’s aggregate liability arising from the Services will not exceed fees paid or payable for the affected Services during the 12 months before the event giving rise to the claim.

The exclusions and cap do not apply to fraud, willful misconduct, death or personal injury caused by negligence, or liability that law does not permit the parties to limit. They do not restrict mandatory consumer remedies. SLA credits remain subject to the SLA’s separate credit cap.

16. Suspension and termination

Either party may terminate for an uncured material breach after 30 days’ written notice, or immediately if the breach cannot be cured, the other party becomes insolvent, or continued performance would be unlawful. EasyBRL may suspend access immediately for a credible security threat, illegal use, credential compromise, or overdue undisputed payment, using the narrowest practical scope.

On termination, access and licenses end except for perpetual rights expressly purchased. Customer Data in the hosted validation request is already transient; retained account and metadata are deleted or isolated according to the Privacy Policy, DPA, and legal retention duties. Accrued payment, confidentiality, ownership, disclaimers, indemnity, liability, and dispute provisions survive.

17. Export and sanctions compliance

You must comply with applicable export-control and sanctions laws and may not provide the Services to prohibited persons, territories, or end uses. You represent that you are not subject to sanctions that prohibit the transaction.

18. Governing law and disputes

Wyoming law governs these Terms without regard to conflict-of-laws rules. Subject to mandatory consumer jurisdiction, the state and federal courts located in Wyoming have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a claim, the parties will attempt in good faith for 30 days to resolve it through written notice to the other party. Consumers may also use any dispute-resolution or court process that mandatory local law makes available.

19. General terms

Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. You may not assign this agreement without consent, except with a merger or sale of substantially all relevant assets; EasyBRL may assign it as part of a reorganization or sale. Neither party creates an agency, employment, partnership, or joint venture.

Notices to EasyBRL must be sent to [email protected]. We may send notices to the account email or portal. If a provision is unenforceable it will be narrowed to the minimum extent necessary, and the remainder continues. Failure to enforce is not a waiver. These Terms and incorporated documents are the complete agreement on their subject.

20. Changes to these Terms

We may update these Terms for legal, security, or product changes. We will post the new version and give at least 30 days’ advance notice of a material change affecting an active paid Service, unless urgent law or security needs require faster action. Changes do not retroactively reduce rights or data-protection commitments already agreed for a paid term.