Thank you for purchasing or requesting a free trial subscription to EDGAR Pro. Please read these Terms of Use carefully before using this web site. By using this web site, you signify your agreement with the Terms of Use of EDGAR Online, Inc. ("EOL") 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 EOL content through EOL's EDGAR Pro service. Your license may not be transferred to anyone else without the prior written consent of EOL. 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 EOL into your products or services is strictly prohibited.
2. INFORMATION ACCESSED
EOL strives to ensure that the information contained on our web sites is accurate and reliable. However, EOL and the World Wide Web are not infallible and errors may sometimes occur. By providing access to this web site, EOL 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.
EOL does not assume any liability for these matters. 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, EOL 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. EOL 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 EOL 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 EOL 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 of Use or resulting from, or in connection with, your use of this web site.
3. PAYMENTS
EOL 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, EOL 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
EOL represents and warrants that, to 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 EOL's services that were not made by EOL; (b) the use of EOL's services in connection with another product or service (the combination of which caused the infringement); or (c) EOL's compliance with your specific instructions. Your exclusive remedy for a breach of this limited warranty shall be, at EOL's option, for EOL to: (a) obtain a right for you to use EOL's services without additional or increased cost; (b) modify EOL's service, without materially diminishing their functionality or performance, to become non-infringing, at EOL's sole expense; or (c) require that you discontinue the use of EOL's service, in which event EOL shall refund you the unused portion of any pre-paid fees.
5. HYPERLINKS NOTICE
This web site may link to sites not maintained by or related to EOL. Such hyperlinks are provided as a service to users and may not be sponsored by or affiliated with this web site or EOL. EOL has not reviewed any or all of the sites hyperlinked to or from this web site and is not responsible for the content, products, services, advertising, or other matters presented in any other sites. These links are to be accessed at the user's own risk, and EOL 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 of Use and privacy policies. If a third party links to this web site, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture, or partnership by or with EOL 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 EOL 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 EOL. 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. EOL 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. TRIAL SUBSCRIPTION AND PROMOTIONAL CONTRACT CONDITIONS
Trial subscribers will have complete access to this site for their specified trial period, at no charge. If you entered credit card information for a free trial, your credit card will be charged at the end of the trial to cover 12 months of subscription. Subscription is renewable until cancelled. EOL reserves the right to cancel your subscription at any time during your free trial period. If you obtained your contract through a promotional event or on promotional terms, EOL reserves the right to increase your fees to EOL's standard rates at the end of your promotional period.
8. EDGAR ACCESS DOCUMENT LIMITATION
If you are an EDGAR Access subscriber, you may download a maximum of twenty-five (25) different documents from our web site each calendar month. In the event you exceed this limitation, you may be subject to additional fees and, in our discretion, cancellation of your EOL service.
9. RENEWAL OF SUBSCRIPTIONS
Your subscription will run for a one year term and renew automatically for one year terms unless you notify EOL 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 EOL. 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 EOL 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 EOL's content is deleted from your computer and that back-up copies are not retained (except for those kept solely for archival purposes).
10. PRIVACY
EOL is very concerned about the privacy of the visitors to its web sites. You can review our Privacy Policy by clicking here or going to http://www.edgar-online.com/Privacy.aspx.
11. ACCESS TO WEB SITE AND MODIFICATION OF TERMS OF USE
EOL 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. EOL reserves the right, in its sole discretion, to modify, alter, or otherwise revise these Terms of Use at any time without notice and you agree to be bound by such modifications, alterations, and revisions. Accordingly, you should review these Terms of Use regularly.
12. LEGAL CLAIMS AND ENFORCEMENT
This Terms of Use agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, 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 of Use 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 New York County, New York, and you expressly consent to the jurisdiction of said courts.
13. SEVERABILITY AND INTEGRATION
If any provision of this Terms of Use 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 EOL.