doubleTwist End User License Agreement
IMPORTANT – PLEASE READ CAREFULLY
Version 4.0. Last updated 5/31/2011
Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below:
Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between doubleTwist Corporation and You, as a user, for the use of the doubleTwist Software. You must enter into this Agreement by clicking on the ACCEPT button in order to install and use the doubleTwist Software. You hereby agree and acknowledge that this Agreement covers all of Your use of doubleTwist Software, whether it be from this installation or from any other terminals where doubleTwist Software has been installed, by You or by third parties. Furthermore, by installing and continuing to use the doubleTwist Software You agree to be bound by the terms of this Agreement and any new versions hereof.
Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by doubleTwist Corporation to show Your approval of any of the foregoing texts and/or to download and install the doubleTwist Software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the doubleTwist Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction's Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are in such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the doubleTwist Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, You may not enter into this Agreement and You may not download, install or use the doubleTwist Software. By entering into this Agreement You explicitly state that You have verified that Your use of the doubleTwist Software is allowed in Your jurisdiction.
Article 1 Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with doubleTwist Corporation. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.4 Documentation: any online or otherwise enclosed documentation provided by doubleTwist Corporation.
1.5 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.
1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the doubleTwist Software, the Documentation, the doubleTwist Website or the doubleTwist Promotional Materials.
1.7 Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account;
1.8 doubleTwist: refers to the company established under the laws of Cayman Islands, doubleTwist Corporation, with its address at PO Box 309GT, M&C Corporate Services Limited, Ugland House, South Church St, George Town, Grand Cayman, Cayman Islands
1.10 doubleTwist Online Material: the doubleTwist banner and widgets available for download on the doubleTwist Website, consisting of a doubleTwist logo and a link to the doubleTwist Website.
1.11 doubleTwist Promotional Materials: any and all trademarks, names, signs, logos, banners, doubleTwist Online Material and any other materials, in whatever form, owned and/or used by doubleTwist for the promotion of its company, its products and activities.
1.12 doubleTwist Software: the software distributed by doubleTwist for internet digital media applications, including without limitation doubleTwist Setup application, doubleTwist desktop application, Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.13 doubleTwist Staff: the officers, directors, employees and agents of doubleTwist or its Affiliates, or any other persons hired by doubleTwist or its Affiliates.
1.14 doubleTwist Website: any and all elements, contents and the ‘look and feel' of the website available under the URL www.doubletwist.com, – among other URL's –, from which website the doubleTwist Software can be downloaded.
1.15 Terms of Service: means the agreement between doubleTwist and You for the use of the service;
1.16 Account: refers to the account with User ID and Password that You create for Your use of the doubleTwist Software;
1.17 User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account;
1.18 Premium Service: means the subscription services provided under the Terms of Service
1.19 You: you, the end user of the doubleTwist Software, also used in the form Your where applicable.
Article 2 License and Restrictions
2.1 License. Subject to the terms of this Agreement, doubleTwist hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the doubleTwist Software on Your computer, phone or PDA for the sole purpose of personally using the internet digital media applications provided by doubleTwist and any other applications that may be explicitly provided by doubleTwist. For the avoidance of doubt, You are allowed to use the doubleTwist Software at work, in accordance with the terms of this Agreement.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the doubleTwist Software or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the doubleTwist Software or any part thereof.
2.4 Third Parties. You acknowledge and agree that the doubleTwist Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the doubleTwist Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the doubleTwist Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with doubleTwist or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to doubleTwist or its Affiliates to enforce any of your rights.
2.5 New Versions of the doubleTwist Software. doubleTwist, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the doubleTwist Software. You acknowledge and agree that doubleTwist has no obligation to make available to You any subsequent versions of the doubleTwist Software, nor any obligation to continue to support prior versions. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the doubleTwist Software. Furthermore, You acknowledge and agree that doubleTwist, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the doubleTwist Software, and/or disable any doubleTwist Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, in doubleTwist's opinion, are considred to be in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.doubletwist.com/etiquette/, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. doubleTwist will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the doubleTwist Software and (2) by the suspension or termination of the license or this Agreement by doubleTwist and/or by You.
2.6 Paid Services. This Agreement applies to downloading, installing and using the doubleTwist Software, free of charge. The use of any subscription services which may be offered by doubleTwist or its Affiliates, is subject to the additional Terms of Service that are published on the doubleTwist Website.
Article 3 Definitions to License Restrictions and Additional Terms
3.1 Distribution of doubleTwist Software. You are not allowed to distribute the doubleTwist Software under this Agreement.
3.2 Any other Exceptions. If You are interested in doing anything other than what is permitted under this Agreement or by the Distribution Terms, You will have to obtain doubleTwist's previous written consent and explicitly agree upon any further (commercial) terms.
3.3 doubleTwist Promotional Materials. Nothing in this Agreement will give You any right to use the doubleTwist Promotional Materials.
Article 4 Confidentiality and Privacy
4.1 doubleTwist's Confidential Information. You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding doubleTwist, its Affiliates, the doubleTwist Staff, the doubleTwist Software and the IP Rights.
Article 5 Communication content
5.1 The following restrictions and conditions apply specifically to your use of Communications Content on the doubleTwist Website and Services.
A. You may use the doubleTwist website and Services for your information and personal use as intended through the normal functionality of the doubleTwist Service;
B. You agree to not engage in the use, copying, or distribution of any copyrighted Communications Content beyond allowable fair use including any use, copying, or distribution of Communications Content obtained through the doubleTwist Website and/or Services for any commercial purposes.
C. You agree not to circumvent, disable or otherwise interfere with security-related features of the doubleTwist Website and/or Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the doubleTwist Website and/or Services, and the Communications Content made available by use of the Website and/or Services.
D. You understand that when using the doubleTwist Website, you will be exposed to Communications Content from a variety of sources, and that doubleTwist is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Communications Content. You further understand and acknowledge that, despite the terms of our End User License Agreement and Terms of Service, you may be exposed to Communications Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against doubleTwist with respect thereto, and agree to indemnify and hold doubleTwist, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site and services.
E. Certain content that appears in this application comes from Amazon Services LLC or its affiliate. This content is provided 'AS IS' and is subject to change or removal at any time.
Article 6 IP Rights
6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the doubleTwist Software are and shall remain the exclusive property of doubleTwist and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the doubleTwist Software, but may be accessed through use of the doubleTwist Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
6.2 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or doubleTwist's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
Article 7 Communication and Your Use of the doubleTwist Software
7.1 Communication. Installing doubleTwist Software enables You to communicate with other doubleTwist Software users.
7.2 No Warranties. doubleTwist cannot guarantee that You will always be able to communicate with other doubleTwist Software users, nor can doubleTwist guarantee that You can communicate without disruptions, delays or communication-related flaws or that all Your communication shall always be delivered to other doubleTwist Software users. doubleTwist will not be liable for any such disruptions, delays or other omissions in any communication experienced when using doubleTwist Software.
7.3 No Responsibility of Content. You acknowledge and understand that the content of the communication spread by the use of the doubleTwist Software is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. doubleTwist will not be liable for any type of communication spread by means of the doubleTwist Software.
7.4 Lawful purposes. You acknowledge and agree to use the doubleTwist Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the doubleTwist Software or communications carried by the doubleTwist Software (c) send any unsolicited commercial communication not permitted by applicable law, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.
Article 8 Term and (Consequences of) Termination
8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either doubleTwist or You as set forth below.
8.2 Termination by doubleTwist. Without limiting other remedies, doubleTwist may limit, suspend, or terminate this license and Your use of doubleTwist Software, prohibit access to the doubleTwist Website and delete Your User Account and/or User ID, with immediate effect, if we think that You are : in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.doubletwist.com/etiquette/, infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. doubleTwist shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to the respective User Account. We reserve the right to cancel User Accounts that have been inactive for more than one (1) year.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the doubleTwist Software shall terminate, and (b) will cease any and all use of the doubleTwist Software, and (c) will remove the doubleTwist Software from all hard drives, networks and other storage media and destroy all copies of the doubleTwist Software in Your possession or under Your control.
8.5 No liability. doubleTwist will not be liable in respect to any damage caused by the termination of this Agreement.
Article 9 Your Representations and Warranties; Indemnification of doubleTwist
9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the doubleTwist Software.
9.2 Indemnification. You agree to indemnify, defend and hold harmless doubleTwist, Affiliates and the doubleTwist Staff from and against any and all liability and costs, including reasonable attorneys' fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the doubleTwist Software, or (d) communication spread by means of the doubleTwist Software.
9.3 Export Restrictions. You acknowledge that the doubleTwist Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the doubleTwist Software as well as end-user, end-use and destination restrictions issued by national governments.
Article 10 Disclaimer of Warranties
10.1 No Warranties. THE DOUBLETWIST SOFTWARE IS PROVIDED AS IS WITH NO WARRANTIES WHATSOEVER; DOUBLETWIST DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE DOUBLETWIST SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. DOUBLETWIST FURTHER DOES NOT REPRESENT OR WARRANT THAT THE DOUBLETWIST SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES DOUBLETWIST WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, TO OR FROM ANY MOBILE DEVICE OR NETWORK OR ANY QUALITY OF ANY COMMUNICATION MADE USING THE DOUBLETWIST SOFTWARE.
10.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the doubleTwist Software remains with You, to the maximum extent permitted by law.
10.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
Article 11 Limitation of Liability
11.1 No Liability. The doubleTwist Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT DOUBLETWIST, ITS AFFILIATES, ITS LICENSORS AND THE DOUBLETWIST STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE DOUBLETWIST SOFTWARE, AS SET FORTH BELOW.
11.2 Limitation of Liability. IN NO EVENT SHALL DOUBLETWIST, ITS AFFILIATES, ITS LICENSORS OR THE DOUBLETWIST STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE DOUBLETWIST SOFTWARE, EVEN IF DOUBLETWIST, ITS AFFILIATES OR THE DOUBLETWIST STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE DOUBLETWIST SOFTWARE IS TO DEINSTALL AND CEASE USE OF SUCH DOUBLETWIST SOFTWARE.
11.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
Article 12 General Provisions
12.1 New versions of the Agreement. doubleTwist reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the doubleTwist Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You, though you can expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the doubleTwist Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at the top of this page. doubleTwist reserves the right to make changes to this Agreement from time to time.
12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and doubleTwist with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver. The failure of doubleTwist at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by doubleTwist.
12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by doubleTwist. doubleTwist is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any conflict of laws or provisions whether contained in California law or the laws of your current state or country of residence.
12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts located within the State of California.
12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE DOUBLETWIST SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO DOUBLETWIST THE RIGHTS SET FORTH HEREIN.
Open Source components
Certain doubleTwist applications use Open Source components. You can download these components on the Source Code page.
doubleTwist Terms of Service
Version 2.0. Last updated 5/31/2011
These Terms of Service describe the terms and conditions applicable to your access and use of doubleTwist's websites and the products and services offered through, or in connection with such websites, including, without limitation, on or through the Software (as defined below). These Terms of Service set forth the terms and conditions under which doubleTwist (defined below) provides you access to these websites and related products, software, including, but not limited to the doubleTwist and doubleTwist PRO software products, and the doubleTwist mobile applications (singly and collectively, the “Software”) and services. These Terms of Service do not supersede any end user licenses that may be provided with Software downloaded from the doubleTwist websites or through any mobile download.
Please read these Terms of Service carefully. By using any of the Services (as defined below), or by creating a user account, you signify your irrevocable acceptance of these Terms of Service, as they may be amended by doubleTwist from time to time in its sole discretion.
1. Your relationship with doubleTwist
1.1 Your use of doubleTwist’s products, Software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by doubleTwist under a separate written agreement) is subject to this Terms of Service between you and doubleTwist. “doubleTwist” means the doubleTwist Corporation, a company incorporated under the laws of Cayman Islands, having its registered office at PO Box 309GT, M&C Corporate Services Limited, Ugland House, South Church St, George Town, Grand Cayman, Cayman Islands, and any doubleTwist Corporation subsidiaries or affiliated companies.
By using the Services, you are agreeing to be bound by these Terms of Service.
1.2 Your agreement with doubleTwist may also include further terms that are applicable to individual services. These “Additional Terms” will be accessible for you to read either within, or through your use of, those individual services.
1.3 doubleTwist’s Policy regarding Children: The Services are not directed toward children under 13 years of age nor does doubleTwist knowingly collect information from children under 13. If you are under 13, please do not submit any personally identifiable information to doubleTwist.
1.4 doubleTwist may, from time to time, modify, amend, or supplement its fees and fee-billing methods, and such changes shall be effective immediately upon posting in these Terms of Service or elsewhere on the Services.
1.5 You are responsible for any connection fees that you incur when accessing the Service, including, without limitation, internet connection fees, airtime fees or data usage fees.
2. Accepting the Terms of Service
2.1 In order to use the Services, you must first agree to these Terms of Service. You may not use the Services if you do not accept these Terms of Service. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD. If you are younger than 18 years old, you must get permission from a parent or guardian to open an account and your parent or guardian must agree to these Terms of Service.
2.2 You can accept these Terms of Service by:
(A) clicking to accept or agree to these Terms of Service, where this option is made available to you by doubleTwist in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that doubleTwist will treat your use of the Services as acceptance of these Terms of Service from that point onwards.
2.3 You may not use the Services and may not accept these Terms of Service if (a) you are not of legal age to form a binding contract with doubleTwist in the jurisdiction in which you reside, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you reside or from which you use the Services.
3. Language of these Terms of Service
3.1 Where doubleTwist has provided you with a translation of the English language version of these Terms of Service, then you agree that the translation is provided for your convenience only and that the English language version of these Terms of Service will govern your relationship with doubleTwist.
3.2 If there is any contradiction between what the English language version of these Terms of Service says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by doubleTwist
doubleTwist, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Services. You acknowledge and agree that doubleTwist has no obligation to make available to you any subsequent versions of the Software, nor any obligation to continue to support prior versions. You acknowledge and agree that doubleTwist, in its sole discretion, may modify or discontinue or suspend your ability to use any version of the Software or the Services, and/or disable any Software you may already have accessed or installed without any notice to you, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where you, in doubleTwist’s opinion, are considered to be in breach of these Terms of Service (or any other terms, rules, or policies published by doubleTwist), creating problems, causing possible legal liability to doubleTwist or third parties, acting inconsistently with the letter or spirit of these Terms of Service (or any other terms, rules, or policies published by doubleTwist), including our Etiquette Policy which can be found at www.doubletwist.com/etiquette/, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
doubleTwist will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the Software and (2) by the suspension or termination of the licenses granted here or of these Terms of Service by doubleTwist and/or by you. You acknowledge and agree that if doubleTwist disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which are contained in your account. You acknowledge and agree that while doubleTwist may not currently have set a fixed upper limit on the number of transmissions you may send through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by doubleTwist at any time, at doubleTwist’s discretion. doubleTwist may also modify the current limits for uploading, downloading and receiving files, or the maximum number of times you may perform searches through the Services, at any time, at doubleTwist’s discretion.
5. Use of the Services by you
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration and account creation process for the Services, or as part of your continued use of the Services. You agree that any registration information you give to doubleTwist will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) these Terms of Service, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by doubleTwist, unless you have been specifically allowed to do so in a separate agreement with doubleTwist.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services), including, without limitation, (a) instituting, assisting, or becoming involved in any type of attack, including, without limitation, denial of service attacks, upon the Services or otherwise attempt to disrupt the Services or any other person’s use of the Services; (b) attempting to gain unauthorized access to the Services, or the computer systems or networks connected to the Services; or (c) performing any type of action that in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Services.
5.5 You agree that you will not (a) obtain or attempt to obtain any information from the Services, including, without limitation, information about other users or other Services data, using any method not expressly permitted by doubleTwist; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Services, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or to distort, delete, damage or disassemble, the Services.
5.6 Unless you have been specifically permitted to do so in a separate agreement with doubleTwist, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.7 You agree that you are solely responsible for (and that doubleTwist has no responsibility to you or to any third party for) any breach of your obligations under the Terms of Service and for the consequences (including any loss or damage which doubleTwist may suffer) of any such breach.
6. Your passwords and account security
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to doubleTwist for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify doubleTwist immediately.
7. Privacy and your personal information
7.2 You agree to the collection and use of your data in accordance with doubleTwist’s privacy policies.
8. Content in the Services
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the Communications Content.
8.2 You may use the Services for your information and personal use as intended through the normal functionality of the Services, and not for any commercial purpose.
8.3 You agree to not engage in the unauthorized use, copying, or distribution of any copyrighted Communications Content, including, without limitation, any use, copying, or distribution of Communications Content obtained through the Services for any commercial purposes.
8.4 You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Communications Content or enforce limitations on use of the Services, and the Communications Content made available by use of the Services.
8.5 You understand that when using the Services, you will be exposed to Communications Content from a variety of sources, and that doubleTwist is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Communications Content. You further understand and acknowledge that, despite the terms of these Terms of Service, you may be exposed to Communications Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against doubleTwist with respect thereto, and agree to indemnify and hold doubleTwist, its affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Services.
8.6 You acknowledge that doubleTwist has the right to pre-screen Communications Content, but no obligation to do so. doubleTwist and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Communications Content that is available via the Services that violates these Terms of Service or is otherwise objectionable, including but not limited to being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or violating any party’s intellectual property.
8.7 You understand that the Services involve technical processing and transmission and that any Communications Content may be transferred without encryption and thus could be eavesdropped upon or otherwise accessed by unauthorized parties. You acknowledge that the processing and transmission of Communications Content may involve various networks as well as changes that may be needed to conform and adapt to the technical requirements of connecting networks or devices.
8.8 You hereby grant to us and our licensors, including without limitation our respective successors and assigns, a non-exclusive, perpetual, irrevocable, sublicensable, transferable, worldwide, paid-up right to distribute, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, enter into computer memory, and use and practice the Communications Content you upload to the Services for the purpose of transmitting your Communications Content to third parties you designate through your use of the Service. None of the Communications Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on the part of doubleTwist and doubleTwist will not be liable for any use or disclosure of any Communications Content.
9. Proprietary rights
9.1 You acknowledge and agree that doubleTwist (or doubleTwist’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated as confidential by doubleTwist and that you shall not disclose such information without doubleTwist’s prior written consent.
9.2 doubleTwist and the doubleTwist logo and all related logos and other proprietary trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Services (including, without limitation, as displayed on or through the Software) are the property of doubleTwist. doubleTwists intellectual property, including, without limitation, its trademarks and trade dress, may not be used in any manner that is likely to cause confusion among users, or in any manner that disparages doubleTwist. All rights are expressly reserved. Unless you have agreed otherwise in writing with doubleTwist, nothing in these Terms of Service gives you a right to use any of doubleTwist’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
9.3 The Services are protected by U.S. and international copyright laws. Except for your use as authorized in these Terms of Service, you may not modify, reproduce or distribute the content, design or layout of the Services, or individual sections of the content, design or layout of the Software or doubleTwist websites without doubleTwist’s express prior written permission. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.4 All third party trademarks, logos, photographs, images, audio and audio-visual content, programming, advertising and other intellectual property contained on or through the Services are the property of the respective third parties, including the respective content owners or advertisers, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property.
9.5 doubleTwist grants you a limited, revocable license to access and use the Services for your personal, non-commercial use, subject to all of the terms and conditions of these Terms of Service and not for redistribution of any kind. doubleTwist will make the Software available to you through your use of the Services. The Software is deemed licensed to you by doubleTwist for your personal, non-commercial, use only, and your use of such Software is subject to these Terms of Service and any end user license agreement applicable to such Software. doubleTwist does not transfer, and, as between you and doubleTwist, retains all title to and ownership of the Software and all intellectual property rights in the Software. You may not (i) remove any trademarks, copyright notices or any other notice contained in any content, materials or individual elements provided on or through the Services, (ii) reproduce, download (other than page caching), modify, publish, distribute, transmit, disseminate, broadcast, transfer, license, sell, rent, lease, adapt, create derivative works of, publicly display or perform, or in any way exploit any content, materials or individual elements provided on or through the Services without doubleTwist’s prior written consent, (iii) make any commercial use or any derivative use of any of the Services or any of the content, materials or individual elements provided on or through the Services, (iv) frame or utilize framing techniques to enclose any content, materials or individual elements provided on or through the Services without doubleTwists prior written consent, (v) use any circumvention tools or any metatags or other hidden text utilizing doubleTwist’s name, trademark, URL or the name of any of the Services without doubleTwist’s prior written consent, or (vi) disassemble, decompile or reverse engineer the Software or any other materials made available on or through the Services or used to provide any of the Services.
10. Software updates
10.1 The Software may automatically download and ask you to install updates from time to time from doubleTwist. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and/or completely new versions. You agree to receive such updates (and permit doubleTwist to deliver these to you) as part of your use of the Services.
11.1 You agree that doubleTwist, in its sole discretion and without notice or liability to you, may terminate your use of, or access to, any of the Services at any time if doubleTwist believes in good faith that you have violated or acted inconsistently with any provision of these Terms of Service or any applicable law, rule or regulation or that you have engaged in conduct that doubleTwist reasonably determines to be inappropriate or unacceptable.
11.2 Without limiting the generality of the above, doubleTwist may at any time, suspend or terminate your account and/or your access to the Services if:
(A) you have breached any provision of these Terms of Service (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of these Terms of Service); or
(B) doubleTwist is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom doubleTwist offered the Services to you has terminated its relationship with doubleTwist or ceased to offer the Services to you; or
(D) doubleTwist is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the Services; or
(E) the provision of the Services to you by doubleTwist is, in doubleTwist’s opinion, no longer commercially viable; or
(F) doubleTwist otherwise determines to suspend or terminate the Services in its sole and absolute discretion.
11.3 Nothing in this Section shall affect doubleTwist’s rights regarding the provision of Services under Section 4 of these Terms of Service.
12. EXCLUSION OF WARRANTIES
12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
12.2 IN PARTICULAR, DOUBLETWIST, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE,
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED; AND
(E) THAT THE SERVICES WILL FUNCTION CORRECTLY ON ANY PARTICULAR TECHNOLOGY, OR NETWORK.
12.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DOUBLETWIST OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
12.5 DOUBLETWIST FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12.6 Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer may not apply to you.
13. LIMITATION OF LIABILITY
13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOUBLETWIST, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH DOUBLETWIST MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE DOUBLETWIST WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
13.2 WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF DOUBLETWIST OR ANY OF ITS AFILLIATES EXCEED FIFTY U.S. DOLLARS ($50.00).
13.3 Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of doubleTwist and its affiliates shall be limited to the fullest extent permitted by law.
You agree to defend, indemnify and hold doubleTwist and its licensors and marketing partners, together with their respective affiliates, successors, assigns, employees, consultants, agents, directors, officers, members and shareholders, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including reasonable attorney’s fees and costs) arising out of (i) your access, use or misuse of any of the Services, (ii) your breach or alleged breach of these Terms of Service, (iii) your violation or of any law, rule, regulation or rights of others in connection with your use of any of the Services including, without limitation, infringement of anyone else’s intellectual property rights, or (iv) your use or disclosure of another person’s personal information including, without limitation, financial or credit information.
15. Copyright Infringement Notification
If you are a copyright owner or agent thereof and believe that content posted on or through the Service by a doubleTwist user infringes upon your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to our Copyright Agent with the following information:
i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
iv. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, user ID, and, if available, an electronic mail address at which the complaining party may be contacted.
v. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our Copyright Agent can be reached by mail at:
121 2nd St., Suite 500
San Francisco, CA 94105
Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
16.1 Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
16.2 In consideration for doubleTwist granting you access to and use of the Services, you agree that doubleTwist may place such advertising on the Services.
17. Other content
17.1 The Services may include hyperlinks to other web sites or content or resources. doubleTwist should be considered to have no control over any web sites or resources which are provided by companies or persons other than doubleTwist.
17.2 You acknowledge and agree that doubleTwist is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
17.3 You acknowledge and agree that doubleTwist is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
18. Changes to these Terms of Service
18.1 doubleTwist may make changes to these Terms of Service or any Additional Terms from time to time. When these changes are made, doubleTwist will make a new copy of these Terms of Service available at www.doubletwist.com/legal/ and any new Additional Terms will be made available to you from within, or through, the affected Services.
18.2 You understand and agree that if you use the Services after the date on which these Terms of Service or any Additional Terms have changed, doubleTwist will treat your use as acceptance of the updated Terms of Service or Additional Terms.
19. General legal terms
19.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, these Terms of Service do not affect your legal relationship with these other companies or individuals.
19.2 These Terms of Service constitute the whole legal agreement between you and doubleTwist and govern your use of the Services (but excluding any services which doubleTwist may provide to you under a separate written agreement), and completely replace any prior agreements between you and doubleTwist in relation to the Services.
19.3 You agree that doubleTwist may provide you with notices, including those regarding changes to these Terms of Service, by email, regular mail, or postings on the Services.
19.4 You agree that if doubleTwist does not exercise or enforce any legal right or remedy which is contained in these Terms of Service (or which doubleTwist has the benefit of under any applicable law), this will not be taken to be a formal waiver of doubleTwist’s rights and that those rights or remedies will still be available to doubleTwist.
19.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms of Service is invalid, then that provision will be removed from these Terms of Service without affecting the rest of these Terms of Service. The remaining provisions of these Terms of Service will continue to be valid and enforceable.
19.6 You acknowledge and agree that each member of the group of companies of which doubleTwist is the parent shall be third party beneficiaries to these Terms of Service and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms of Service which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to these Terms of Service.
19.7 These Terms of Service, and your relationship with doubleTwist under these Terms of Service, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and doubleTwist agree to submit to the exclusive jurisdiction of the courts located within San Francisco, California to resolve any legal matter arising from these Terms of Service. You also agree that, in the event any dispute or claim arises out of or relates to your use of the Services, that you and doubleTwist will attempt in good faith to negotiate a written resolution of the matter directly between the parties. You agree that if the matter remains unresolved for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, all parties shall join in non-binding mediation services in San Francisco, California with a mutually agreed mediator in an attempt to resolve the dispute. If the parties are unable to resolve the dispute, then they shall be free to pursue such other remedies as may be available under applicable law, subject to these Terms of Service. Should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorney’s fees, even if you would otherwise be entitled to them. You further agree not to bring claims on a representative, class member basis, or as a private attorney general. Notwithstanding any of the above, you agree that doubleTwist shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction, without having to comply with the foregoing process.
19.8 The Services are operated by doubleTwist in the United States. Those who choose to access the Services from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.
19.9 If You have any questions about these Terms of Service, please contact us by using our web form: http://www.doubletwist.com/contact/. Please note, however, that the only people authorized to represent us regarding these Terms of Service or other legal matters are our Chief Executive Officer and Chief Operating Officer.