BY DOWNLOADING A RSS FEED (THE "SERVICE") FROM Winsight, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD THE SERVICE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Winsight ("we" or "our") may modify any of the terms and conditions contained in this agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Your continued use of the service following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
1. GRANT. Subject to the terms of this Agreement and, unless otherwise consented to by WINSIGHT, WINSIGHT hereby grants you, during the Term, a revocable, nontransferable, nonsublicensable, royalty-free, nonexclusive license to display on your Web site ("Site") the headlines, active links, or other source identifiers, and other information or materials, including any promotional taglines that you specifically select to receive from WINSIGHT (collectively, the “Content”) through the Service provided that you do not altear, edit, or delete any of the Service. WINSIGHT may restrict, suspend or terminate your access to any aspect or all of the Service at any time without liability. WINSIGHT reserves the right to modify the Service at any time within WINSIGHT's sole discretion. You acknowledge that the Service availability is subject to change at WINSIGHT's sole discretion.
2. RESERVATION OF RIGHTS. The Service is protected by the copyright laws of the United States and international copyright treaties. As between the parties, title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof, shall remain in WINSIGHT. In addition, any additional programming or technology provided by WINSIGHT in connection with the delivery of the Service or otherwise shall remain the sole property of WINSIGHT and no part thereof shall be deemed assigned or licensed to you. WINSIGHT shall retain all rights to the Service not expressly granted to you under Section 1 of this Agreement.
3. RESTRICTIONS. Except as expressly set forth in Section 1 and/or unless otherwise consented to by WINSIGHT, you may not, directly or indirectly: (a) sell, modify, translate, copy, publish, transmit, distribute or otherwise disseminate the Service or any portion thereof; or delete or fail to display any promotional taglines included in the Service; (b) rent, lease, or otherwise transfer rights to the Service; (c) display the name, logo, trademark or other identifier of another person (except for WINSIGHT or you) on your Site in such a manner as to give the viewer the impression that such other person is a publisher or distributor of the Service on the Site; (d) remove, conceal or obliterate any copyright or other proprietary notice or any credit-line or date-line on other mark or source identifier included on the Service, including without limitation, the size, color, location or style of WINSIGHT's marks; (e) encumber or suffer to exist any lien or security interest on the subject matter of this Agreement; (f) make any representation or warranty on behalf of WINSIGHT; or (g) use the Service on any Site that contains nudity or pornographic material of any kind, displays material that exploits children under the age of 18 promotes or provides instructional information about illegal activities or physical harm or injury against any group or individual, or use the Service in any manner that is obscene, defamatory, libelous, invasive of personal privacy or misleading.
Unless otherwise permitted by WINSIGHT, you will: (i) display the Service on your Site in the exact form received by you, and not modify or edit any of the foregoing without WINSIGHT's prior written consent; (ii) ensure that the fundamental meaning of the Service is not changed or distorted; (iii) comply with all applicable laws and all limitations and restrictions (if any) placed by WINSIGHT on the use, display or distribution of any Service ("Usage Restrictions"); (iv) give WINSIGHT complete and accurate registration information when requested to do so; and (v) not archive any of the Service for access by users at any future date after the Service has been removed from your Web site. You acknowledge that the service must link and redirect to the appropriate WINSIGHT Web page when a user clicks on the Service (e.g. a headline). You shall not display the Service in such a manner that does not allow for successful linking and redirection to, and delivery of, WINSIGHT's Web page, nor may you frame any WINSIGHT Web page. You must always stipulate that the Service is supplied by WINSIGHT and is protected by copyright and owned by The New York Times Company.
WINSIGHT assumes no liability for your activity in connection with the Services and the Service or for the development, operation, and maintenance of your Site. Any fraudulent, abusive, or otherwise illegal activity will be grounds for termination of this Agreement. You will not attempt to hide your identity, represent yourself as someone else, compromise or attempt to compromise the security of any account, or interfere or attempt to interfere with the proper working of Services. If you use, or attempt to use, any Service beyond the scope of the license granted in this Agreement, or beyond the scope expressly granted by WINSIGHT, or attempt to, tamper, hack, spoof, use robots or scripts, copy, distribute, modify, or otherwise corrupt the administration, security, or proper function of any part of the Service, then, in addition to termination of this Agreement, you may be subject to appropriate legal and equitable action.
4. WARRANTY DISCLAIMER. You represent and warrant to WINSIGHT that your Mark(s) and/or content on your Web site, other than the Service, do not and will not infringe any trademark, service mark, copyright, right to publicity, right of privacy or other intellectual property right of a third party, constitute false, deceptive or unfair advertising or disparagement under applicable law, or fail to comply with applicable laws and regulations (including, for example, licensing requirements and administrative or professional rules). WINSIGHT represents and warrants that WINSIGHT either is the sole owner of all U.S. trademark, copyright, patent rights and service marks in and to the WINSIGHT Service provided to you for display within your Web site or that WINSIGHT has sufficient license rights to distribute said WINSIGHT Service in the manner contemplated by this Agreement. WINSIGHT shall not be liable for any claims or actions arising from any Content included in the Service that has been edited by you in any way. In addition, WINSIGHT makes no representations concerning anyinterruption in Service. WINSIGHT PROVIDES THE SERVICE AND CONTENT ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, AND WINSIGHT HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ACCURACY OR RELIABILITY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
5. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL WINSIGHT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF SERVICES, CONTENT OR RESULTS, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RESULTING FROM DISABLING OF THE SERVICE RELATED TO NON-PAYMENT OF LICENSE FEES, COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL WINSIGHT BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU (IF ANY) IN CONNECTION WITH THE SERVICE, EVEN IF WINSIGHT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT APPLICABLE FOR ANY REASON, THE LIABILITY OF THE PROVIDERS, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
6. INDEMNITY. You hereby agree to fully indemnify, defend and hold WINSIGHT and its parent and affiliates and their respective officers, directors, employees and licensors (collectively, the "Provider Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred by you in connection with: (i) any use or alleged use of the Service through your account by any person, whether or not authorized by you; or (ii) the operation and content on your Site or (iii) any breach of your representations and warranties and other covenants under this Agreement.WINSIGHT reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with WINSIGHT's defense of such claim.
7. TERMINATION. Unless otherwise agreed to by WINSIGHT, you may terminate this Agreement and the license granted herein at any time by destroying or removing all copies of the Service from your Site, all hard drives, networks, and other storage media. Unless otherwise agreed to by WINSIGHT, WINSIGHT may restrict, suspend or terminate the Service, this Agreement, the license granted herein, or your access to any aspect or all of the Service at any time without liability. You agree to destroy or return to WINSIGHT all copies of the Service and all Proprietary Information promptly upon learning of such Termination. Sections 2 through 8 shall survive termination of this Agreement.
8. MISCELLANEOUS. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior and contemporaneous agreements and understandings between them, whether written or oral. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under the internal laws and jurisdiction of the State of New York, without regard to its conflict of laws principles. Any action to enforce this agreement shall be brought in the federal or state courts located in New York, New York. You may not assign this Agreement without WINSIGHT's prior written consent; any assignment by you without such consent shall be null and void. You shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement. Neither party will be liable for any failure to perform any obligation (other than payment obligations) hereunder, or from any delay in the performance thereof, due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemy, acts of government, failure of telecommunications, fire or other casualty.
WINSIGHT is not responsible for any costs or liability associated with making a connection (by any means) to the Internet, the Service or other online service, or network. You certify you are legally permitted to use the Services and access the Service, and if you are an individual, you are over 18 years of age. You take full responsibility for the selection and use of the Services and access of the content. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions. Nothing in this Agreement will be deemed to limit or restrict WINSIGHT from entering into agreements with any other person covering services similar to your Site or from offering such similar services itself. The parties hereto are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf and you shall not make any statement, on your site or otherwise, that conflicts with this Agreement.