Digital Downloading Terms and Agreement

CONTENT USE AGREEMENT

This Agreement governs the terms by which visitors to www.WainwrightInsight.com obtain the right to use the digital content of Wainwright Insight through the web site located at www.WainwrightInsight.com (the “Site”). This Content License Agreement is in addition to the Privacy Policy applicable to the Site and to all persons downloading content from the Site. In the event of any inconsistency between this Agreement and the Privacy Policy (both of which are incorporated into this Agreement by reference), the terms of this Agreement shall govern.

Background of Agreement

(a) By downloading content from this site, you accept this Agreement, and agree to be bound by its provisions. If you do not accept or agree with these terms, do not download the Content. Pretty Simple.

(b) In this Agreement: (i) “you” or the “Client” means you ( the person downloading the content, (ii) “Wainwright Insight” or “we” means Wainwright Insight, operator of the Site; and (iii) “Content” means any files, PDFs, images, digital content or other material that you are downloading from the Site.

Downloading Terms

We hereby grant to you perpetual, non-exclusive, non-transferable, worldwide permission to use the Content for the Permitted Uses only (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Wainwright Insight.

Permitted Uses

(a) You may only use the Content for commercial use with your organization only. For clarity, you may not use the Content in products for resale, license or any other distribution. For example, you cannot superficially modify the Content and sell it to others for consumption, reproduction or re-sale. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright!

(b) Any additional permitted uses must be approved in writing by Wainwright Insight.

If there is any doubt that a proposed use is a Permitted Use, you should contact Wainwright Insight for guidance.

Standard License Prohibitions

(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:

online or electronic publications;
incorporate the Content in any product that results in a re-distribution or re-use of the Content)or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
use the Content in a fashion that is considered by Wainwright Insight (acting reasonably) as or under applicable law is considered obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users outside of your organization;
use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
If the Content is reproduced on a social media platform or other third party website, (i) the rights granted herein shall automatically be revoked in the event that the platform website seeks to exploit purported rights to the Content contrary to the terms of this Agreement, and (ii) in such event, upon Wainwright Insight‘s request, you shall remove any Content from such platform or website.

Terms of Agreement

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Wainwright Insight if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Wainwright Insight in writing that you have complied with these requirements.

(b) Wainwright Insight reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content for future products and to take all reasonable steps to discontinue use of the replaced Content in products that already exist.

(c) Upon notice from Wainwright Insight, or upon your knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another’s right for which Wainwright Insight may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your devices, computer systems and storage (electronic or physical). Wainwright Insight shall provide you with replacement Content (which shall be determined by Wainwright Insight in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

Wainwright Insight Representations and Warranties

(a) While we have made reasonable efforts to correctly categorize, keyword, caption and title the Content, Wainwright Insight does not warrant the accuracy of such information. Additionally, Wainwright Insight does not warrant the accuracy of any metadata that may be provided with the Content.

(b) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Wainwright Insight DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT Wainwright Insight) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

General Provisions

(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

(b) Wainwright Insight’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(d) The parties have agreed that this Agreement and all related documents be drawn up in English.

Contact

If you have concerns relating to this Agreement, please contact Wainwright Insight at [email protected] or via phone at 206-395-9747.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT. IN CONSIDERATION OF WAINWRIGHT INSIGHT AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND WAINWRIGHT INSIGHT, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND WAINWRIGHT INSIGHT RELATING TO THE SUBJECT OF THIS AGREEMENT.