FpML® Public License Version 2.0

Version 2.0 incorporates the change in licensor in the FpML public license from FpML.org to the International Swaps and Derivatives Association (ISDA). This reflects the integration of the development of the FpML standard into the ISDA structure. Effective date of version 2.0: January 25, 2002 FpML® PUBLIC LICENSE 2.0

Definitions

• (a) “Licensor” means International Swaps and Derivatives Association, Inc. (“ISDA”).
• (b) “Larger Work” means a work, including but not limited to computer software, that combines FpML Specifications or portions thereof with material not governed by the terms of this License.
• (c) “License” means this document.
• (d) “FpML Specifications” means the FpML Specification documents listed at https://www.fpml.org in “The Standard” section.
• (e) “You” means an individual or a legal entity exercising rights under, and complying with all of the terms of, this License or a future version of this License issued under Paragraph 6. For legal entities, “You” includes any entity which controls, is controlled by, or is under common control with You. For purposes of this definition, “control” means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b)ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

FpML® Specifications License

Licensor hereby grants You a world-wide, royalty-free, non-exclusive license, subject to third party intellectual property claims, to use, reproduce, modify, display, perform, and distribute the FpML Specifications (or portions thereof) with or without modifications, or as part of a Larger Work.

Required Notices

If You distribute or display any of the FpML Specifications in any form other than as part of computer software, You agree to include in each such copy or display the notice in Exhibit A.

Use of FpML Specifications in Larger Works

• (a) You may use the FpML Specifications in a Larger Work, including but not limited to computer software, and distribute Your Larger Work under a license of Your choice, which may contain terms different from this License, provided that the license for Your Larger Work does not attempt to limit the recipient’s rights to use the FpML Specifications apart from Your Larger Work.
• (b) You hereby agree to indemnify Licensor for any liability incurred by the Licensor as a result of the distribution, purchase, sale or use of Your Larger Work.

Use of Designation "FpML"

• (a) You may use the designation “FpML”:
  • (i) to identify the FpML Specifications approved by Licensor; and
  • (ii) to make the truthful claim that computer software or any other product or service is based on or compliant with a specified version of FpML.
• (b) You agree not to use the designation “FpML” in a misleading or untruthful way, or in a way that falsely suggests endorsement or sponsorship by, or affiliation with, Licensor. Without limiting the generality of the foregoing sentence, You agree not to use the designation “FpML”, or any confusingly similar designation:
  • (i) to identify any specifications or standards other than the FpML Specifications approved by Licensor, or any computer software code containing such specifications or standards, including standards or specifications that add to or modify the FpML Specifications, unless those additions or modifications are clearly and conspicuously identified as such;
  • (ii) to advertise or promote any computer software or any other product or service as based on or compliant with FpML, unless You specify the version of FpML; or
  • (iii) as a trademark or part of a trademark for any software or any other product, or as a service mark or part of a service mark for any service.

Revisions of the License

• (a) Licensor may publish revised and/or new versions of the License from time to time. Each version will be given a distinguishing version number.
• (b) Once You have used the FpML Specifications under a particular version of the License, You may always continue to use the same specifications under the terms of that version. You may also choose to use those specifications under the terms of any subsequent version of the License published by Licensor. No one other than Licensor has the right to modify the terms applicable to the FpML Specifications under this License.

DISCLAIMER OF WARRANTY

THE FpML SPECIFICATIONS ARE PROVIDED UNDER THIS LICENSE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE FpML SPECIFICATIONS ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE FpML SPECIFICATIONS IS WITH YOU. SHOULD ANY OF THE FpML SPECIFICATIONS PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE LICENSOR) ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY OF THE FpML SPECIFICATIONS IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

Termination

This License and the rights granted hereunder will terminate automatically if You fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT(INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL THE LICENSOR, ANY OF ITS MEMBERS, OR ANY DISTRIBUTOR OF DOCUMENTS OR SOFTWARE CONTAINING ANY OF THE FpML SPECIFICATIONS, OR ANY SUPPLIER OF ANY OF SUCH PARTIES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY’S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

Miscellaneous

This License represents the complete agreement 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. This License shall be governed by New York law provisions (except to the extent applicable law, if any, provides otherwise), excluding its conflict-of-law provisions. With respect to disputes in which at least one party is a citizen of, or an entity chartered or registered to do business in, the United States of America: (a) unless otherwise agreed in writing, all disputes relating to this License(excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration, with the losing party paying all costs of arbitration; (b) any arbitration relating to this Agreement shall be held in New York City, under the auspices of JAMS/End Dispute; and (c) any litigation relating to this agreement shall be subject to the jurisdiction of the Federal Courts of the Southern District of New York, with venue lying in New York County, with the losing party responsible for costs, including without limitation, court costs and reasonable attorneys fees and expenses. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License.

EXHIBIT A

• The FpML Specifications of this document are subject to the FpML Public License (the “License”); you may not use the FpML Specifications except in compliance with the License. You may obtain a copy of the License at http://www.FpML.org.
• The FpML Specifications distributed under the License are distributed on an “AS IS” basis, WITHOUT WARRANTY OF ANY KIND, either express or implied. See the License for the specific language governing rights and limitations under the License.
• The Licensor of the FpML Specifications is the International Swaps and Derivatives Association, Inc. All Rights Reserved.