1. Grant of Limited License to Subscriber
Brightwire is a news publisher. Subject to the terms of the Agreement, Brightwire grants to Subscriber a limited, non-transferable license to receive and access its news and information services (the “Content”). The Content is for individual use in the normal course of business operations, but not for further internal or external email forwarding, distribution or re-licensing.
The number of Authorized Users for each Subscriber is fixed according to the licensing fee paid to Brightwire. Regardless of the number of Authorized Users, the right to receive, access and use the Content is limited. Further internal or external distribution by other means is prohibited, including but not limited to email forwarding or sharing, posting to an intranet or the Internet, copying, archiving and/or printing. Subscriber’s use of the “Share this news” mechanism, or other mechanism expressly provided by Brightwire within its Content to allow for limited further distribution, is permitted. Without in any way limiting the generality of the foregoing restrictions, use for the purpose of redistribution of any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code,” “crawler,” or other automated device, program, tool, algorithm, process, or methodology, or manual process having the intent and/or effect similar to the automated processes listed is prohibited.
2. Publisher’s Intellectual Property Rights and Remedies
Subscriber acknowledges the Content contains valuable intellectual property owned by, proprietary to, and copyrighted by Brightwire. Subscriber agrees it will not (electronically or otherwise) permit copying, email forwarding or dissemination of the Content. Subscriber acknowledges that unauthorized distribution of the Content, whether internal or external to Subscriber’s operations, will cause significant harm to Brightwire. Subscriber agrees to safeguard the intellectual property and other proprietary rights of Brightwire in the Content during and after the term of the Agreement. Subscriber agrees to notify Brightwire promptly upon becoming aware of any unauthorized access to or use of the Content by emailing us at firstname.lastname@example.org or calling Customer Service at +1 212 392 4935. Publisher reserves the right to monitor Subscriber’s use of the Content, including through the use of tracking software.
With respect to the remedy for a breach of this Agreement involving an infringement of Brightwire’s intellectual property rights, at its sole election and discretion Brightwire shall have the right, in addition to any other rights and/or remedies that it may have under applicable laws, to the following remedy: (1) an award of damages at no less than the minimum equivalent to the statutory damages recoverable under the Copyright Act, 17 U.S.C. § 501 et seq., regardless of whether Brightwire complied with any statutory formalities required to be entitled to such an award; and (2) an award of reasonable attorney’s fees and costs, regardless of whether Brightwire complied with any statutory formalities required to be entitled to such an award. Subscriber further agrees that, in connection with any claim for copyright infringement asserted against you by Brightwire, the U.S. Copyright Act shall apply to any such claim, even if the claimed infringement occurs solely outside the United States.
3. Disclaimer of Warranties in the Content
The Content is based on sources Brightwire believes to be reliable, but is not guaranteed by Publisher and does not purport to be a complete or error-free statement or summary of all available information. The Content is provided "as is,” without express or implied warranties of any kind. As such, Brightwire does not warrant, endorse or guarantee the completeness, accuracy, integrity, or timeliness of the Content, nor does Brightwire guarantee that its services, website and/or Content will be available to Subscriber without interruption. Brightwire shall have no liability for errors in the Content or interruptions in availability of the Content, or for lost profits, losses, or direct, indirect, incidental, consequential, special, or punitive damages in connection with the furnishing, performance, or use of the Content or its availability. You must evaluate, and bear all risks associated with, the use of any Content provided, including any reliance on the accuracy, completeness, safety, or usefulness of such information. The Content may also contain hyperlinks to web sites or web pages operated by entities other than Brightwire. Publisher provides links to such third-party content only as a convenience and the inclusion of any such hyperlink in the Content does not imply Brightwire’s endorsement of such links, the organization operating such a website, or any products or services of that organization. A visit to any website or page via any such hyperlink is also done entirely at Subscriber’s own risk.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PUBLISHER DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE CONTENT, INCLUDING THE INFORMATION, DATA, HYPERLINKS, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF. SUBSCRIBER FURTHER AGREES THAT ANY MONETARY CLAIMS OF WHATEVER KIND ASSERTED AGAINST PUBLISHER, ARISING OUT OR RELATING TO USE OF THE CONTENT, SHALL NOT EXCEED THE TOTAL AMOUNT SUBSCRIBER PAID TO BRIGHTWIRE UNDER THE AGREEMENT DURING THE PREVIOUS TWELVE (12) MONTHS. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE CONTENT OR THE AGREEMENT, MAY BE BROUGHT BY SUBSCRIBER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. The parties to this Agreement also waive any right to trial by jury in any action ARISING FROM OR PERTAINING TO THE CONTENT OR THE AGREEMENT.
4. Content Not Intended As Investment Advice
The Content furnished by Publisher is solely for informational purposes, and it is not intended as investment advice within the meaning of U.S. or foreign securities laws. Subscriber alone is solely responsible for determining whether any investment, security, or strategy, or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. None of the information contained in the Content constitutes a solicitation, offer, opinion, or recommendation by Brightwire to buy or sell any securities or other financial instruments or to provide legal, tax, accounting, or investment advice or services regarding the suitability or profitability of any security or investment.
Brightwire recognizes that Subscriber may invest in the securities of publicly traded companies and that Subscriber does not want to obtain material, non-public information ("MNPI") from Brightwire. As a news publisher, Brightwire's Content is publicly disseminated and does not constitute MNPI within the meaning of United States securities laws and/or other applicable laws. Furthermore, the public dissemination of Brightwire's Content does not violate any fiduciary duty or duty of confidentiality that Brightwire may owe (if any) to any publicly traded company.
Brightwire agrees to defend, indemnify and hold harmless Subscriber from and against any claims, losses, liabilities, damages and costs, including reasonable legal fees, based upon an alleged infringement of an intellectual property right of a third party by the Content provided by Brightwire pursuant to the Agreement. Publisher may, at its sole discretion, defend and settle at its expense any such proceedings. Should it be commercially reasonable to do so, in the event of a claim based on an alleged infringement, Brightwire shall at no additional charge to Subscriber replace, in whole or in part, the challenged Content with a substantially compatible and functionally equivalent product or otherwise modify the Content to avoid the infringement.
The indemnified party under this section agrees to notify the indemnifying party of any such claim promptly in writing and to allow the indemnifying party to assume control of the proceedings, to the extent permitted herein. No failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations except to the extent that it can demonstrate prejudice attributable to such failure. The indemnified party shall cooperate with the indemnifying party as reasonably necessary to implement the purpose of this section.
6. Termination of Agreement
Should Subscriber breach the terms of the Agreement, Brightwire shall have the right, in addition to any other rights and/or remedies it may have under applicable law, the Copyright Act, and/or contractually, to terminate the Agreement. Subscriber shall not be entitled to any refund upon termination. In addition, Publisher reserves the right to terminate this Agreement without cause; however, in such circumstances Brightwire shall provide to Subscriber a pro-rated refund of the licensing fee paid by Subscriber. For its part, Subscriber may terminate this Agreement only upon the expiration of its then-current license term, by providing written notice to Publisher of its intention to do so no fewer than 30 days prior to expiration of the then-current term. Any rights, obligations and duties, which by their nature extend beyond the termination of the Agreement, shall survive termination of this Agreement, regardless of the cause of termination.
7. Entire Agreement and Choice of Law
In the event any of the terms or provisions of the Agreement shall be held to be unenforceable, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. The Agreement, your and Brightwire’s rights and obligations, and all actions contemplated herein or hereby shall be governed by the laws of the United States and the State of New York, as if the Agreement were a contract wholly entered into and wholly performed within New York, regardless of applicable choice of law principles. Any dispute arising out of or relating to this Agreement or the Content shall be litigated only in the state or federal courts located in New York County, New York, to the personal jurisdiction of which courts you hereby consent.