DIGITAL DOWNLOADING TERMS OF USE

Last updated August 23, 2022

This Agreement governs the terms by which purchasers of Diamond Head Research (DHR) products obtain the right to use the digital content of DHR through the website located at www.diamondheadresearch.com (the “Site”).

By downloading Content purchased from this site, you accept these Terms, and agree to be bound by its provisions. If you do not accept or agree with these terms, do not purchase download-only products.

In this Agreement: (i) “you” means the person downloading the content, (ii) “DHR” or “we” means Diamond Head Research LLC, operator of the Site; and (iii) “Content” means any digital media or other material that you are downloading from the Site after purchase.

1.              Downloading Terms

We hereby grant to you a perpetual, non-exclusive, non-transferable, worldwide license to use the Content for the Permitted Uses only (as defined below). All rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by DHR, as is applicable.

2.              Permitted Uses

(a)   You may not use the Content in products for resale, license, or any other distribution. For example, you are not permitted to modify the Content, re-print it in any form, 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)  Restrictions. You are permitted to use the Content for your use only, although you may transfer files among your personal devices such as phone, tablet, laptop, or desktop computer. You may install and use the Content in only one location at a time for each file, although there is no time limit on the duration you can use it for. You may physically transfer the Content from one location to another i.e., distributing it among your personal devices. If you require the Content to be in more than one location or accessible by more than one person, you must download the Content from the Site for each such use or individual. You may make only one (1) copy of the Content solely for back-up purposes.

(c)   Any additional permitted uses must be approved in writing by DHR. If there is any doubt that a proposed use is a Permitted Use, you should contact DHR at contact@diamondheadresearch.com.

3.              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, either individually or in connection with others:

  • use the Content in any form, format, or applications intended for resale, license, or other distribution, whether online or not, regardless of profit or revenue;

  • use or display the Content on websites or other venues designed to induce or involving the sale, license, or other;

  • use the Content in books, magazines, newspapers, or any other publication, regardless of whether the final product is offered for sale, resale, license, or other form of distribution;

  • 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 DHR (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;

  • 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.

4.              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 DHR 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 DHR in writing that you have complied with these requirements.

(b) DHR 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 DHR, or upon your knowledge that any Content is subject to a threatened, potential, or actual claim of infringement of another’s right for which DHR 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). DHR shall provide you with replacement Content (which shall be determined by DHR in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

5.              DHR Representations and Warranties

(a) While we have made reasonable efforts to provide correct information in the Content, DHR does not warrant the accuracy of such information.

(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. DHR 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 DHR) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

6.              General Provisions

(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Terms of Service and any other policies or 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) DHR’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.

(c) This Agreement is personal to you and is not assignable by you without the prior written consent of DHR.

7.              Contact

If you have concerns relating to this Agreement, please contact DHR by emailing contact@diamondheadresearch.com.

8.              Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT. IN CONSIDERATION OF DHR 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 DHR, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND DHR RELATING TO THE SUBJECT OF THIS AGREEMENT.