License Agreement for Use of Interactive Financial Report Viewer Source Code
Note: Please review the license agreement below and, if you agree to the agreementís terms and to downloading and using the source code in accordance with the agreement, you may then select the link at the bottom of the page to download the Interactive Financial Report Viewer source code.
Shall mean a person or entity that downloads the Viewer Source Code from Licensor’s website.
Shall mean the United States Securities and Exchange Commission.
"Viewer Source Code"
Shall mean the source code that relates to the software product resulting from SEC Contract No. SECHQ1-06-F-0350.
Shall mean that certain software tool developed under SEC Contract No. SECHQ1-06-F-0350 to provide viewing and analysis capabilities for XBRL documents submitted on the SEC’s EDGAR system.
2. Grant of License in Viewer Source Code
Subject to the terms of this License Agreement, Licensor grants to Licensee a world-wide, royalty-free, non-exclusive license to use, reproduce, modify, create derivative works from, display, perform, sublicense, distribute, make, have made, use, practice, modify, sell, offer for sale, or otherwise dispose of all or any part of the Viewer Source Code.
The license granted under this Section 2 is effective on the date Licensee first downloads the Viewer Source Code from the Licensor’s website.
Any modifications that Licensee may make to the Viewer Source Code shall be subject to this License Agreement. Any Licensee modifications must contain a file documenting the modifications and the date they were made. The file must include an acknowledgment that the modification was derived, directly or indirectly, from the Viewer Source Code and refer to Licensor as the source of the Viewer Source Code.
4. Notices to Recipients
Licensee may distribute the Viewer Source Code only pursuant to the terms of this License Agreement. Licensee must include a copy of this License with every copy of the Viewer Source Code that Licensee distributes. Licensee may not impose on recipients of the Viewer Source Code any terms that alter or restrict the rights granted pursuant to this License. Licensee must also duplicate the terms of this License Agreement in any documentation for the Viewer Source Code where a recipient's rights are set forth. Licensee may offer, and charge a fee for, warranty, maintenance, support, indemnity or liability obligations to recipients of the Viewer Source Code, provided, however, that Licensee makes clear than any such warranty, maintenance, support, indemnity or liability obligation is offered by Licensee only, and Licensee agrees to indemnify Licensor for any liability incurred by Licensor arising from any warranty, maintenance, support, indemnity or liability terms Licensee offers.
5. Distribution in Object Code
Licensee may distribute versions of the Viewer in object code form, including for a fee, provided that Licensee includes with the object code version a prominent notice stating that the Viewer Source Code is available from Licensor’s website under the terms of this License. Licensee may distribute object code versions of the Viewer under license terms different from the terms of this License Agreement, including a proprietary license, as long as Licensee remains in compliance with the terms of this License Agreement and does not attempt to limit or alter the recipient's rights in the Viewer Source Code set forth in this License Agreement. Licensee shall hold Licensor harmless from any claims which may arise from any different license terms under which Licensee may distribute object code versions of the Viewer.
6. Incorporation into Other Programs
Licensee may incorporate the Viewer Source Code into another program as a component part thereof and distribute the other program under such licensing terms, including proprietary terms, as Licensee may choose, provided, however, that Licensee complies with the requirements of this License Agreement with respect to the Viewer Source Code. Such compliance shall not require that Licensee cause such other program, other than the Viewer Source Code, to be subject to the terms and conditions of this Agreement.
7. DISCLAIMER OF WARRANTIES
THE VIEWER SOURCE CODE IS PROVIDED UNDER THIS LICENSE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LICENSEE BEARS THE RISK AS TO THE QUALITY AND PERFORMANCE OF THE VIEWER SOURCE CODE.
8. LIMITATION OF LIABILITY
LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD-PARTY RECIPIENT OF THE VIEWER SOURCE CODE FOR ANY GENERAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER DAMAGES ARISING OUT OF USE OF THE VIEWER SOURCE CODE BY LICENSEE OR ANY THIRD-PARTY RECIPIENT.
In the event of a breach of any of the terms and conditions of this Agreement by Licensee, Licensor shall give Licensee written notice of such breach. In the event Licensee does not cure such breach within thirty (30) days, Licensor may immediately terminate this License Agreement, and shall notify Licensee in writing of such termination within five (5) days of such termination. The rights of recipients of the Viewer Source Code from Licensee who remain in compliance with the terms of this License Agreement shall be unaffected by any such termination.
10. Entire Agreement
This License Agreement represents the complete agreement of Licensor and Licensee concerning subject matter hereof. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.
12. Choice of Law
This Agreement shall be interpreted in accordance with the federal common law as interpreted by the U.S. District Court for the District of Columbia and its reviewing courts.
Licensee agrees to indemnify and hold Licensor harmless from any and all claims, demands, causes of action, damages, judgments and attorney's fees and costs arising from Licensee's using, offering, selling, promoting, or distribution of the Viewer Source Code.