Thank you for purchasing or requesting a subscription to EDGAR Online. Please read these Terms and Conditions carefully before using this web site. By using this web site, you signify your agreement with the Terms and Conditions of EDGAR® Online, a division of Donnelley Financial Solutions (EDGAR Online) set forth below.
1. LICENSE FOR SERVICES
By clicking "I agree" below, you are purchasing a subscription to obtain access to certain 'as reported' information and content from public companies, funds and investors and related Edgar Online content through Edgar Online's EDGAR Pro service. Your license may not be transferred to anyone else without the prior written consent of Edgar Online. The license you receive is a limited, non-exclusive, non-transferable license (without right to sublicense, transfer or assign), and shall be immediately terminated upon any termination or expiration of this agreement. Any redistribution, including any "pass-through" distribution, or unauthorized incorporation of, the information your access from Edgar Online into your products or services is strictly prohibited.
2. INFORMATION ACCESSED
Edgar Online strives to ensure that the information contained on our web sites is accurate and reliable. However, Edgar Online and the World Wide Web are not infallible and errors may sometimes occur. By providing access to this web site, Edgar Online and its third party providers do not warrant or represent that: * The content is accurate or complete; * The content is up-to-date or current; * We have a duty to update any content; * The content is free from technical inaccuracies or typographical errors; * The content is free from changes caused by third parties; and * Your access to this web site will be free from interruptions, errors, computer viruses, or other harmful components. Edgar Online does not assume any liability for these matters listed above. In other words, you use this web site "as is" and at your own risk. Therefore, to the fullest extent permissible pursuant to applicable law, Edgar Online disclaims any and all warranties of any kind, whether expressed or implied, as to any matter whatsoever relating to this web site, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Edgar Online may from time to time revise the information, services, and resources contained in this web site and reserves the right to make such changes without any obligation to notify past, current, or prospective visitors. In no event shall Edgar Online and its affiliates or third party providers be liable or responsible for any loss, damage (whether actual, indirect, special, incidental, consequential, punitive, or otherwise), injury, claim, liability, or other cause of any kind or character whatsoever caused by, based upon, or arising out of any use of or inability to use either this web site (such as viruses, omissions, or misstatements) or the information contained in this web site, including any loss of data or loss of profit, even if we have been advised of the possibility of such damages. You agree to indemnify, defend, and hold harmless Edgar Online and its affiliates, and their respective directors, officers, employees, agents, licensors, or any person or entity involved in the creation, production, and distribution of the web site, from and against any and all claims, liabilities, losses, costs, and expenses incurred in connection with any breach by you of these Terms and Conditions or resulting from, or in connection with, your use of this web site.
3. PAYMENTS
Edgar Online reserves the right to increase the annual fee over the prior term's annual fee by the increase in the most recently published Bureau of Labor Statistics' Consumer Price Index plus two percent (2%). All payments are due within thirty (30) days from receipt of an invoice. All past due payments will accrue interest at the rate of one and one-half percent (1½%) per month. If you fail to pay any amount within thirty (30) days after receipt of an invoice, Edgar Online may suspend its performance under this agreement and/or immediately terminate this agreement. Any suspension or termination of this Agreement shall not relieve you from paying any and all fees, and you shall be liable for any costs associated with such collection of fees, including attorneys' fees and collection agency fees.
4. LIMITED WARRANTY
Edgar Online represents and warrants that, to the best of its knowledge, the access to and use of its services licensed through this agreement for their intended purposes do not infringe upon the United States patent, copyright, trademark or trade secret rights of any third party. This limited warranty is void if infringement results from: (a) modifications of any part of Edgar Online's services that were not made by Edgar Online; (b) the use of Edgar Online's services in connection with another product or service (the combination of which caused the infringement); or (c) Edgar Online's compliance with your specific instructions. Your exclusive remedy for a breach of this limited warranty shall be, at Edgar Online's option, for Edgar Online to: (a) obtain a right for you to use Edgar Online's services without additional or increased cost; (b) modify Edgar Online's service, without materially diminishing their functionality or performance, to become non-infringing, at Edgar Online's sole expense; or (c) require that you discontinue the use of Edgar Online's service, in which event Edgar Online shall refund you the unused portion of any pre-paid fees.
5. HYPERLINKS AND THIRD PARTY SITES
Use of this web site may include links or access to third party sites not maintained by or related to Edgar Online. Such hyperlinks and other access are provided as a service to users and are not sponsored by or affiliated with this web site or Edgar Online. Edgar Online has not reviewed any or all of the third party sites hyperlinked to or from this web site and is not responsible for the content, products, services, advertising, or any other matters presented in any other sites. These links are to be accessed at the user's own risk, and Edgar Online and its affiliates make no representations or warranties about the content, completeness, or accuracy of these links or the sites hyperlinked to or from this web site. Access to, and use of, any affiliated or non-affiliated sites is subject to their own Terms and Conditions and privacy policies, including but not limited to the site and third party terms and conditions listed in Section 14 below. Any third party links to or access via this web site is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture, or partnership by or with Edgar Online or its affiliates. In addition, if a third party has linked to this web site, it does not imply that we are endorsing such web site or its products.
6. INFORMATION NOTICE, PERMISSIBLE USE AND PROHIBITION ON EXCESSIVE USE
The content displayed on this web site is for the exclusive use of the Edgar Online subscriber only and, except for such internal use, may not be copied, distributed, displayed, reproduced, modified or transmitted in any form or by any means (electronic, mechanical, photocopying, recording, or otherwise) without the prior written consent of Edgar Online. You agree not to use this web site and its content in any manner whatsoever that violates applicable laws and regulations. You also agree not to attempt to derive any codes from this website or create derivative works upon or reverse engineer the content of this web site or encumber, sell, rent, lease, sublicense, assign or otherwise transfer your rights to use this web site. Obtaining data through the use of automated systems and/or screen scraping is strictly prohibited, and will result in immediate account termination and/or other damages. Edgar Online reserves the right to monitor usage of subscriber accounts and has the right to terminate subscriptions due to usage deemed excessive in relation to other accounts.
7. LIMITATION OF LIABILITY
Edgar Online’s maximum liability for any and all claims arising directly or indirectly from the performance of its obligations under this agreement, including these terms and conditions, shall not in the aggregate exceed the purchase price of the services affected. No action, regardless of form or legal theory asserted, arising out of, related to or in connection with this agreement may be brought by you against DFIN more than one year after the cause of action has arisen.
In no event shall Edgar Online and its affiliates or third party providers be liable or responsible for any INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF PROFITS, LOSS OF USE OR DATA OR INTERRUPTION OF BUSINESS, COSTS OF SUBSTITUTE GOODS OR SERVICES, WHETHER SUCH DAMAGES OR LOSSES ARE ALLEGED IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR INDEMNITY, EVEN IF DFIN OR ITS AGENTS WERE ADVISED OR AWARE OF THE LIKELIHOOD OF SUCH DAMAGES OR LOSSES OCCURRING.
8. RENEWAL OF SUBSCRIPTIONS
Your subscription will run for a one year term and renew automatically for one year terms unless you notify Edgar Online by telephone, fax or electronic mail at least 30 days prior to each term of your decision to terminate your subscription, or until your subscription is terminated by Edgar Online. This automatic term renewal excludes the 2-day and 90-day special offers for EDGAR Pro which will end at the end of the specified time period. All fees and charges paid to Edgar Online are nonrefundable. You will be billed in advance of each renewal date on an annual basis. If you subscribed to our services using a credit card, we will contact you via e-mail only if your card has expired. For your convenience, we will automatically update our files to include the new expiration date on your credit card so that your service may continue uninterrupted unless you notify us otherwise. You hereby acknowledge that you will not receive notice of a renewal cancellation date and expressly waive the application of New York General Obligation Law section 5-903, and any similar laws, to the renewal of your subscription. Upon termination of your subscription, you must ensure that all of Edgar Online's content is deleted from your computer and that back-up copies are not retained (except for those kept solely for archival purposes).
9. PRIVACY
Edgar Online is very concerned about the privacy of the visitors to its web sites. You can review our Privacy Policy by going to https://www.dfinsolutions.com/privacy-notice.
10. ACCESS TO WEB SITE AND MODIFICATION OF TERMS AND CONDITIONS; TERMINATION
Edgar Online reserves the right, for any reason and without notice, in its sole discretion, to terminate, change, suspend, or interrupt access, in whole or in part, to its web sites, including its contents, features, and hours of availability. Edgar Online reserves the right, in its sole discretion, to modify, alter, terminate, or otherwise revise these Terms and Conditions at any time without notice and you agree to be bound by such modifications, alterations, and revisions, or termination. Accordingly, you should review these Terms and Conditions regularly.
Either party may terminate this agreement upon thirty days advance written notice to the other party in the event the other party is in material breach of its obligations herein, which is not remedied within such thirty day period.
11. LEGAL CLAIMS AND ENFORCEMENT
This Terms and Conditions agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, as it is applied to agreements entered into and to be performed entirely within that State, without giving effect to any principles of conflicts of laws. Any legal action concerning this Terms and Conditions agreement or this web site must be brought within one (1) year after the claim or cause of action arises and must be brought only in either the state or federal courts located in Cook County, Illinois, and you expressly consent to the jurisdiction of said courts.
12. FORCE MAJEURE
EDGAR ONLINE DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE SERVICES, AS SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES AND SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES AND ON THE PUBLIC INTERNET INFRASTRUCTURE, AS WELL AS OTHER EVENTS BEYOND THE CONTROL OF EDGAR ONLINE. AT TIMES, ACTION OR INACTION OF PARTIES OTHER THAN EDGAR ONLINE OR EVENTS BEYOND EDGAR ONLINE’S REASONABLE CONTROL (“FORCE MAJEURE EVENTS”) CAN IMPAIR OR DISRUPT EDGAR ONLINE’S ABILITY TO PROVIDE THE SERVICES OR YOUR OR ITS END USERS’ ABILITY TO ACCESS THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EDGAR ONLINE DISCLAIMS, AND YOU SHALL NOT HOLD EDGAR ONLINE RESPONSIBLE FOR, ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH ACTIONS OR FORCE MAJEURE.
13. SEVERABILITY AND INTEGRATION
If any provision of this Terms and Conditions agreement shall be determined to be unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein and shall not be modified, except in a writing signed by Edgar Online.
14. CUSIP Third Party Terms and Conditions
By using the CUSIP Database, you signify your agreement with those additional third party Terms and Conditions of CUSIP Global Services ("CGS") and the American Bankers Association ("ABA") as set forth below. You understand that such use of the CUSIP Database is by and between you and CGS and ABA only:
You ("Subscriber") agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services ("CGS") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to Subscriber in such materials or in any of the information contained therein. Any use by Subscriber outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Subscriber agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Subscriber agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.
Subscriber agrees that Subscriber shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Subscriber further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.
NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO SUBSCRIBER ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY SUBSCRIBER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
Subscriber agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.