Last Updated: August 2022
The following terms of service (the "Terms of Service") govern your access to and use of the TurtleOS website, including any content, functionality and services offered on or through www.turtleOS.com or www.turtle.dev or any related application (the “Services”) by Turtle Technologies, Inc.
Platform is the task management, chat, and budgeting application provided by Turtle Technologies, Inc. for users of TurtleOS. The Platform includes www.turtleOS.com or any related application by Turtle Technologies, Inc.
Platform Owner (or “We”or “Us”) means Turtle Technologies, Inc. and its affiliates.
Users or You means the user of the Services who has registered an account with the Platform.
The terms listed in Section I are applicable to ALL Users using the Services, regardless of whether such User is paying or has paid the Platform Owner therefor.
1.1 Introduction of Platform. The Services are provided and maintained by Turtle Technologies, Inc. and is built to meet the Users’ needs for task management, team communication and budget maintenance. Users are required to register an account with the Platform in order to use or access the Services.
1.2 Change or Discontinuation of Platform Service. We reserve the right to modify, remove, change or discontinue the Services provided on or through the Platform at our sole discretion. As long as We find it adequate, We will provide advance notice to Users for the planned modification, removal, change or discontinuance by email or other means that We deem appropriate. You understand and acknowledge that your use of the Services does not warrant our delivery of any specific features or functionalities of the Services in the future. Our existing offering of certain features or functionalities may not be available beyond current terms, and We may or may not deliver any of our comments, observations, opinions or ideas regarding future functionality or feature in consideration of the maintenance and operations of the Platform and the Services.
1.3 Payment for Certain Services. Users are able to connect and purchase services from other Users through the Platform. If a User chooses to purchase such services from another User, the User will pay to the Platform Owner the applicable fee identified by the Platform when such User purchases the services.
2.1 Account Registration and Administration. Users will need to register an account with the Platform in order to use or access the Platform. When registering account, Users agree that (i) all information provided for registration is accurate, complete and up-to-date; (ii) the Users will provide all information that is necessary for the maintenance of the Platform or requested by the Platform Owner; and (iii) the Users will promptly notify the Platform Owner if there is any breach or unauthorized use of the account.
2.2 User Verification. From time to time We may seek additional information from You for account restoring or identity verification purposes. If You do not wish to provide the information that We seek, our Services might be impaired or might cease to be available due to the lack of additional information.
2.3 Responsibility of Users. It is the Users’ responsibility to maintain the security of the account, including safeguarding username and password or monitor if the account is used by an unauthorized user. Users are also responsible for all activities or actions relating to or associated with the account that he/she has registered for and should understand the settings and controls established by the Platform for the Services. If there is any losses, damages, liability and expenses incurred by the Platform or a third party due to any unauthorized use of the account, Users should be solely liable for such losses, damages, liability and expenses.
2.4 Suspension and Closure of Account. We may suspend or close an account temporarily or permanently if such suspension or closure is (i) required by applicable laws, (ii) required by a court order, (iii) at the request of competent authorities, (iv) in connection with a claim alleging potential infringement of right or non-compliance with laws, or (v) in the event which We deem the suspension or closure necessary, such as a breach of the Terms of Service, failure to make timely payment to the Platform Owner or other Users, if applicable, and prevention of fraud. Notwithstanding anything in the Terms of Service, the following provisions shall survive the termination of the Terms of Service as a result of a permanent suspension or closure of an account: Section 4.1 (Platform Owner’s Intellectual Property Rights), Section 5 (Confidential Information), Section 7 (Limitation of Liability) and Section 8 (Indemnification).
3. User Data
3.1 User Data. User Data means any data, information (including personal information), file, text, images, reports or any other content that is uploaded to or otherwise made available through the use of the Services or the Platform by Users (“User Data”). You retain all right, title, interest and control in and to all the User Data, and You agree to grant Us a license for the use of or access to such User Data as described in Section 3.2 and Section 4.3.
3.2 Responsibility for User Data Compliance. All User Data uploaded to the Platform or used in connection with Services should be in compliance with all applicable laws and terms governing such User Data. Users acknowledge that: (i) You have or have obtained all rights, licenses, consents, permissions, or authority to grant the license to Us to access, use, process, copy, distribute, perform, export, modify, make derivative works and display User Data; (ii) all the User Data complies with applicable laws; and (iii) the User Data does not (a) infringe any rights of a third party or violate any laws, policies or terms governing the User Data. We do not assume any responsibility or liability for User Data, and Users shall be solely responsible for User Data and the consequences of using, disclosing, storing or transmitting such data.
4. Proprietary Rights; Intellectual Property Rights and License
4.1 Platform Owner’s Intellectual Property Rights. We retain all rights, title and interest in the Platform and the Services that We offer. In addition, anything that We offer in connection with the Services, such as designs, codes, patches, software, application programming interface, text, photographs, illustrations, audio and video clips, names, logos, trademarks and any and all information, materials, related or underlying technology as well as modifications, enhancements or derivative works of the foregoing are our property, in which We retain any and all intellectual property rights and proprietary rights.
4.2 License Granted to Users; Restrictions on Use. Subject to the terms and conditions of the Terms of Service and your compliance with such terms, We grant You a limited, non-exclusive, non-sublicensable and non-transferable right to access and use the Services for task management, chat, and budgeting application as set forth in the Terms of Service. You may not use the Services for purposes that are not in compliance with the Terms of Service or in violation of any laws. Any unauthorized use of the Services or breach of the Terms of Service may result in the suspension of Your account and the discontinuation of our Services.
4.3 License Granted by Users to Platform and Platform Owner. You agree to grant to Us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, modify, make derivative works and display the User Data for the following purposes: (i) to offer the Services and maintain the operation of the Platform; (ii) to address technical or security issues; (iii) to investigate a complaint or claim relating to the breach of the Terms of Service; (iv) to comply with a valid legal subpoena, request or other legitimate proceedings; and (v) any other use of the User Data as consented by you.
5. Confidential Information
5.1 Confidential Information; Maintaining Confidentiality. You agree and acknowledge that any information or materials that You obtain in connection with our offering of the Services shall be treated as confidential information, including, without limitations, the maintenance, business and operations of the Services and the Platform, the technology underlying the Services, the features or functionalities that We customize for you upon Your request or any information relating to other Users’ User Data (the “Confidential Information”). You agree to safeguard the Confidential Information with adequate information security measures and to refrain from (a) using the Confidential Information for purposes in violation of laws or the Terms of Service or (b) disclosing Confidential Information to any third parties without obtaining our written consent. The disclosure of Confidential Information is permitted only if (a) the Confidential Information has been made publicly available by means other than Your unauthorized disclosure; or (b) the disclosure is required by applicable laws or regulations, or pursuant to the request of courts or competent authorities having jurisdiction over You. Once You cease using our Services or Your account is permanently suspended or closed, You agree to (i) return the Confidential Information in your possession, custody or control to Us or (ii) certify in writing that all such Confidential Information has been destroyed, while the obligations contained in this section shall survive and continue to be binding.
6.1 Non-Solicitation. For a period of two (2) years after a User uses the Platform to purchase services from, or provide services to, other Users, such User agrees not to: (a) encourage the Platform’s or any such other User’s employees or service providers to stop working for, or providing services to, the Platform or such other User, as applicable; (b) hire the Platform’s or any such other User’s employees with whom was introduced or became aware of through the use of the Platform; (c) encourage customers or clients to terminate business relationships with the other User or the Platform, as applicable, (d) encourage such other User to work directly with the User circumventing the Platform, or (e) encourage a User to cease any work or operations on the Platform; provided, however, nothing herein will prohibit a User retaining another User’s employee through a general recruiting advertisement that does not target or purposefully solicit such employee. Notwithstanding the foregoing, a User paying another User for services using the Platform may directly retain the User from the Platform by paying a fee to the Platform Owner. The fee schedule for such direct retention is available by contacting email@example.com.
7. Warranty Disclaimer
NOTWITHSTANDING ANYTHING IN THE TERMS OF SERVICE OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND THE PLATFORM ARE PROVIDED ON AN "AS IS", “WITH ALL FAULTS” AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (AS APPLICABLE) HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.
NO WARRANTY OR REPRESENTATION IS PROVIDED THAT THE SERVICES AND THE PLATFORM WILL BE FREE FROM DEFECTS OR VIRUSES OR THAT THE OFFERING OF THE SERVICES OR OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURED, OR ERROR FREE, OR THAT DATA WON’T BE LOST OR DEFECTS WILL BE CORRECTED. WE FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING USER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT OUR SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, MATERIALS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICES OR THE PLATFORM.
8. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THE TERMS OF SERVICE OR PROVIDED FOR UNDER ANY APPLICABLE LAW, NO PARTY UNDER THE TERMS OF SERVICE SHALL, IN ANY EVENT, BE LIABLE TO ANY OTHER PERSON, EITHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, MULTIPLE, SPECIAL OR PUNITIVE DAMAGES OR SUCH OTHER PERSON, INCLUDING LOSS OF FUTURE REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH HEREOF, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO THE OTHER PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY SUCH OTHER PARTY.
9.1 Indemnification by Users. You hereby agree to indemnify, defend and hold harmless Platform Owner and our affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs incurred as a result of any third party claim arising from (i) Your violation of the Terms of Service or applicable law; (ii) Your use of materials or features available on the Services or the Platform; or (iii) any use of User Data provided by you, such as that the User Data infringes a third party’s rights or results in any harm to other Users.
9.2 Indemnification by Platform Owner. We hereby agree to defend and hold harmless the Users, its affiliates, officers, directors, and employees, in and against any third party claim alleging that Users’ authorized use of the Services infringes such third party’s intellectual property rights, including copyright and trademark. However, our indemnity obligations will not apply if: (i) the Platform is modified by Users by means that include, without limitations, adding in extensions without our prior written consent; (ii) the Service is used in combination with any other service, device, software or products, and such combination of use is attributable to the third party claim; (iii) the Services are used in a manner not consistent with its intended purposes; or (iv) the Users is fully or partially liable for the cause that result in the third party claim.
10. Digital Millennium Copyright Act (“DMCA”) Notice
10.1 Submit a Notice. We respect the intellectual property rights of others and expect the Users to act in accordance with all applicable laws. User Data will be removed at any time without notice if We deem, at our sole discretion, that such User Data has violated a third-party’s rights. If You believe that any User Data made available through the Services infringes Your copyright, You may send Us a DMCA notice requesting such content, material or information be removed or barred from accessing. If You believe that a DMCA notice has been filed wrongfully against You or any User Data that You have provided, You are entitled under the DMCA to send Us a counter notice. All the DMCA notices and counter notices must meet DMCA’s requirements. You are advised to consult an attorney before filing a notice as false claims might result in substantial penalties. To submit a DMCA notice or counter notice, please contact Us at support@turtleOS.com.
11.1 No Assignment and Delegation. The rights and obligations under the Terms of Service are not assignable or delegable. You may assign or delegate only when: (i) We expressly consent to such assignment or delegation in writing; or (ii) the assignment or delegation to the successor entity or person is the result of a merger, acquisition, or sale of all or substantially all of Your assets or voting rights. Any assignment not authorized under this Section 10.1 shall be null and void. Notwithstanding the foregoing, We may assign or delegate our rights or obligations or transfer ownership rights and title in the Services to a third party without Your consent or a prior notice to You.
11.2 Governing Law; Arbitration. Except with respect to matters as to which injunctive relief is being sought, all disputes arising under theTerms of Service or from Your use of the Services shall be governed by and interpreted in accordance with the laws of New York, without regard to principles of conflict of laws. You agree that all disputes arising under the Terms of Service or from Your use of the Services shall be submitted to arbitration in New York City, New York before a single arbitrator of the Judicial Arbitration & Mediation Services, Inc. (“JAMS”). The arbitrator shall be selected by application of the rules of the JAMS, or by mutual agreement of the parties. You agree not to challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction. BY AGREEING TO THIS SECTION, YOU UNDERSTAND THAT THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL IS WAIVED.
11.3 Notices. All notices and other communications under the Terms of Service shall be in writing and shall be deemed given if delivered personally, by email (with read receipt), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties. If a notice or communication is to be delivered to Us by email, then such notice or communication must be sent to support@turtleOS.com.
11.4 Severability. The Terms of Service shall be enforced to the fullest extent permitted under applicable Law. If any provision of the Terms of Service is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms of Service will remain in effect.
11.5 Modifications. We may revise or modify the Terms of Service from time to time when We deem such revision or modification is necessary. If material changes are made to the Terms of Service, We may notify Users by email as long as such notice is plausible and appropriate. Your continued use of the Services after the changes have been made will be deemed as You have agreed with and accept all the changes.
11.6 No Waiver. You understand and agree that no failure or delay in exercising any right under the Terms of Service will constitute a waiver of that right. No waiver under the Terms of Service will be effective unless such waiver is made in writing and signed by the party granting the waiver.
Part II - Buyer and Seller Contracting Terms
In addition to “Part I – General Terms”, this “Part II - Buyer and Seller Contracting Terms” is applicable to Users who are paying or have paid the Platform Owner for Projects contracted under the Terms of Service; provided, that a Buyer and Seller (each as defined below) may amend the terms in this “Section II - Buyer and Seller Contracting Terms” and agree to additional terms if such Buyer and Seller agree to such amendments and/or agreements in a separate written agreement signed by the applicable Buyer and Seller. If not so amended, Buyer and Seller will be deemed to have accepted the terms set forth below. Notwithstanding the foregoing, a Buyer and Seller may not amend any of the terms set forth in “Part I - General Terms” and agree that any terms that are in violation of, or in contradiction to, the terms specified in “Part I - General Terms” shall be deemed voided and non-binding.
Sellers are businesses or individual users who offer and perform services through the Platform.
Buyers are businesses or individuals who purchase services from Sellers on the Platform.
Agreement means a digital agreement made between Buyer and Seller, defining rates and hours expected with Services, and any other terms, including these Terms of Service in their entirety, which must be accepted by Buyer and Seller before any services can be rendered or billed.
Project means the works performed by Sellers for Buyers at hourly, monthly, or Project rates.
12. General Project Terms
12.1 Update on Project Progress. The Seller is expected to report all planned and completed objectives inside the Platform. A live report of work planned and completed is available by Seller to Buyer as hours or project completions are recorded in the Platform.
12.2 Expenses. The Buyer will not reimburse the Seller's expenses. The Buyer is responsible for their own hosting and 3rd party service fees, including but not limited to: domain registration, hosting, email marketing, and analytics.
12.3 Support. The Seller will provide support for any deliverable. Support time is billable.
13. Ownership and Licenses
13.1 Buyer Owns All Work Product. As part of the engagement, the Seller will produce work products for the Buyer, which includes finished product, drafts, notes, materials, mockups, hardware, designs, inventions, patents, codes and anything that the Seller produces, conceives, creates, designs, develops, invents or reduces to practice in connection with the engagement and the Project commissioned by the Buyer (the “Work Product”). The Seller hereby agrees to transfer the ownership of and all rights, titles and interests in and to the Work Product to the Buyer upon the Buyer fully pays for the Project. The Buyer is entitled to use the Work Product however he/she/it deems appropriate.
13.2 Seller’s Use of Work Product. Once the Seller transfers the ownership of the Work Product to the Buyer, the Seller will have no rights therein except the rights expressly granted by the Buyer. The Seller is not permitted to use the Work Product as part of the Seller's portfolio or websites, or in galleries or any marketing venue unless the Buyer gives explicit, prior, written approval to do so.
13.3 Seller’s Assistance in Securing Ownership. The Buyer may need the Seller’s assistance to effect the transfer of ownership of the Work Product or to evidence that the Buyer owns the Work Product. The Seller hereby agrees to provide all necessary assistance, including signing a patent application. The Seller hereby irrevocably designates and appoints the Buyer as the Seller’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Seller and on the Seller’s behalf to execute, verify, and file the required documents and to take any necessary legal action to effect the Work Product ownership transfer or to prove the Buyer’s ownership thereof.
13.4 Work Product Exception- Seller’s IP. During the course of the Project, the Seller might use intellectual property that the Seller owns or has licensed from a third party to perform the commissioned Project, and such inclusion or use of Seller’s (or third party’s) intellectual property rights (the “Background IP”) will not be deemed as part of the Work Product as described above. Possible examples of Background IP include, without limitations, pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Seller retains all rights in Background IP and hereby grant the Buyer a worldwide, irrevocable, sub-licensable and royalty-free license to use the Background IP for the development, marketing, sale and support of the Buyer’s products and services. Notwithstanding the foregoing, the Buyer is not permitted to transfer the license to use the Background IP unless such transfer is permitted under the assignment provisions under the Terms of Service. The Buyer is also prohibited from selling or licensing the Background IP separately from its products or services.
13.5 Seller’s Right To Use Buyer IP. In the event the use of the Buyer’s intellectual property is required for the Seller to perform the Project, the Buyer agrees to grant a license to the Seller for his/her/its use of the Buyer’s intellectual property and other intellectual property under Buyer’s control.
14. Competitive Engagements
The Seller is permitted to work for or be engaged by a competitor of the Buyer during the term of this Agreement. To avoid confusion, a competitor is (i) any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Buyer’s products or services, or (ii) a third party that contemplates engaging in the foregoing. The Buyer may not request the Seller from being engaged by a competitor unless the Seller has agreed in writing before entering into the Agreement.
15. Independent Contractor
The Buyer retains the Seller as an independent contractor. The following statements reflect their relationship:
16. Confidential Information
16.1 The Buyer’s Confidential Information. While being retained by the Buyer, the Seller or Platform Owner may come across, or be given, Buyer’s information that is deemed confidential. The confidential information includes, without limitations, customer lists, business strategies, research and development notes, statistics about a website and other information that is private or not commonly disclosed to a third party. The Seller and Platform Owner promise to treat such confidential information as if it is the Seller’s or Platform Owner’s own confidential information and to use such confidential information only for the purpose of performing the contractual obligations as agreed by and among the Seller, the Buyer and the Platform Owner, unless the disclosure of such confidential information (i) is required by applicable law, court order or request made by competent authority or (ii) is permitted by the Buyer in writing. When the Agreement is terminated, the Seller or Platform Owner agrees to return or destroy all the Buyer’s confidential information in his/her/its possession and certify the completion thereof to the Buyer. The Seller or Platform Owner’s obligation to maintain confidentiality ends only when the following event occurs: (i) the information was already public when the Seller or Platform Owner receives the information; (ii) the information became public due to causes not attributable to the Seller or the Platform Owner; (iii) the Seller or Platform Owner already has knowledge in the confidential information when such information is transmitted or shared by the Buyer; (iv) a third party provided the Seller or Platform Owner with the Buyer’s confidential information without requesting such information to be deemed as confidential; or (v) the Seller or Platform Owner obtains the information on his/her/its own without knowing or using any of the confidential information belonging to the Buyer.
16.2 Third-Party Confidential Information. The Buyer and the Seller may each have access to confidential information that belongs to third parties. The Buyer and the Seller respectively promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Buyer or the Seller is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.