Last Updated: April 2021
The following terms of service (these "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 "Site") by Turtle Technologies, Inc.
This Site is offered and available to users who are 18 years of age or older. If you are under 18 you may not use this Site or the TurtleOS services. By using this Site, you represent and warrant that you are of legal age to form a binding contract.
Platform is the task management, chat, and budgeting application provided by Turtle Technologies, Inc. for users of TurtleOS.
Platform Owner is Turtle Technologies, inc.
Sellers are businesses or individual users who offer and perform services through the Platform.
Buyers are business or individuals who purchase services from Sellers on the Platform.
Services are offered by Sellers to Buyers at Hourly, Monthly, or Project rates.
In-App Agreements are digital agreements 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.
1.1 Project and Price The Buyer is hiring the Seller to perform services as defined and in any In-App Agreement. 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.
1.2 ScheduleThe Buyer is hiring the Seller to perform services as defined and in any In-App Agreement. 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.
1.3 Payment The Buyer will pay the Platform at a rate defined in an In-App Agreement affiliated with services made available by Seller and most recently accepted by Buyer.
2.1 Seller non-solicitation. Until up to a period of two (2) years after this agreement ends, the Seller won’t: (a) encourage Platform or Buyer employees or service providers to stop working for the Buyer; (b) encourage Buyer customers or clients to stop doing business with the Buyer; or (c) hire anyone who worked for the Buyer over the 12-Month period before the Agreement ended. The one exception is if the Seller puts out a general ad and someone who happened to work for the Buyer responds. In that case, the Seller may hire that candidate. The Seller promises that it won’t do anything in this paragraph on behalf of itself or a third party.
2.2 Buyer non-solicitation or poaching. Until up to a period of two (2) years after this agreement ends, the Buyer won’t: (a) encourage Sellers to work directly with the client; (b) encourage Sellers to cease any work or operations on the Platform. A Seller from the Platform may be hired directly by the Buyer by paying a fee to the Platform Owner. Please contact firstname.lastname@example.org for fee details. The one exception is if the Buyer had a prior services relationship with the Seller.
3.1 Overview. This section contains important promises between the parties.
3.2 Authority To Accept. Each party promises to the other party that it has the authority to enter into this Agreement and to perform all of its obligations under this Agreement.
3.3 Seller Has Right To Give Buyer Work Product. The Seller promises that it owns the work product, that the Seller is able to give the work product to the Buyer, and that no other party will claim that it owns the work product. If the Seller uses employees or subcontractors, the Seller also promises that these employees and subcontractors have signed contracts with the Seller giving the Seller any rights that the employees or subcontractors have related to the Seller’s background IP and work product.
3.4 Seller Will Comply With Laws.The Seller promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
3.5 Work Product Does Not Infringe. The Seller promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Seller has the right to let the Buyer use the background IP, and that this Agreement does not and will not violate any Agreement that the Seller has entered into or will enter into with someone else.
3.6 Buyer Will Review Work. The Buyer promises to review the work product, to be reasonably available to the Seller if the Seller has questions regarding this project, and to provide timely feedback and decisions.
3.7 Buyer-Supplied Material Does Not Infringe. If the Buyer provides the Seller with material to incorporate into the work product, the Buyer promises that this material does not infringe on someone else’s intellectual property rights.
This Agreement is ongoing, until ended by the Buyer, Seller or Platform owner. Either party may end this Agreement for any reason by sending an email to email@example.com, informing the recipient that the sender is ending the Agreement and that the Agreement will end in 7 days. The Agreement officially ends once that time has passed. The party that is ending the Agreement must provide notice by taking the steps explained in any In-App Agreement. The Seller must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Buyer will pay the Seller for the work done up until when the Agreement. The following sections don’t end even after the Agreement ends: Ownership and Licenses; Competitive Engagements; Non-Solicitation; Representations; Confidential Information; Limitation of Liability; Indemnity; and General.
Platform owner is not liable for breach-of-contract damages that Platform Owner could not reasonably have foreseen when it entered this Agreement.
In this Agreement, the Seller and Buyer agree to indemnify the Platform Owner (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Seller has done under this Agreement; (ii) a breach by the Seller or Buyer of its obligations under this Agreement; or (iii) a breach by the Seller Developer of the promises it is making in Section: Representations.
7.1 Assignment. This Agreement applies only to the Buyer, the Seller, and the Platform Owner. The Seller cannot assign its rights or delegate its obligations under this Agreement to a third-party (other than by will or intestate), without first receiving the Buyer’s written permission. In contrast, the Buyer may assign its rights and delegate its obligations under this Agreement without the Seller’s permission. This is necessary in case, for example, another Buyer buys out the Buyer or if the Buyer decides to sell the work product that results from this Agreement.
7.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Agreement, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
7.3 Modification; Waiver. To change anything in this Agreement, the Buyer and the Seller must agree to that change in writing and sign a document showing their Agreement. Neither party can waive its rights under this Agreement or release the other party from its obligations under this Agreement, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
7.4 Notices. (a) Over the course of this Agreement, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Agreement or to another address that the party has provided in writing as an appropriate address to receive notice. (b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
7.5 Severability. This section deals with what happens if a portion of the Agreement is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Agreement is changed or disregarded because it is unenforceable, the rest of the Agreement is still enforceable.
7.6 Agreement Acceptance. The Buyer and the Seller may accept this agreement digitally when clicking “Accept” in the Platform when registered and authenticated as a User or by e-signature or signature.
7.7 Governing Law. The laws of the state of New York govern the rights and obligations of the Buyer and the Seller under this Agreement, without regard to conflict of law principles of that state.
Buyer and Seller may supersede the terms beneath this section, Default Terms, if agreed in writing by Buyer and Seller. The terms are otherwise considered accepted by Buyer and Seller and accepted as superseding all other terms.
8.1 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.
8.2 Support 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.
9.1 Buyer Owns All Work Product. As part of this job, the Seller is creating “work product” for the Buyer. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Seller works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Agreement or after. The Seller hereby gives the Buyer this work product once the Buyer pays for it in full. This means the Seller is giving the Buyer all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Buyer will be the sole owner of it. The Buyer can use the work product however it wants or it can decide not to use the work product at all. The Buyer, for example, can modify, destroy, or sell it, as it sees fit.
9.2 Seller’s Use Of Work Product. Once the Seller gives the work product to the Buyer, the Seller does not have any rights to it, except those that the Buyer explicitly gives the Seller here. The Seller may not use the work product as part of the Seller's portfolio and websites, in galleries, and in other media unless given explicit, prior, written approval to do so.
9.3 Seller’s Help Securing Ownership. In the future, the Buyer may need the Seller’s help to show that the Buyer owns the work product or to complete the transfer. The Seller agrees to help with that. For example, the Seller may have to sign a patent application. The Buyer will pay any required expenses for this. If the Buyer can’t find the Seller, the Seller agrees that the Buyer can act on the Seller’s behalf to accomplish the same thing. The following language gives the Buyer that right: if the Buyer can’t find the Seller after spending reasonable effort trying to do so, 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 other legal action to accomplish the purposes of paragraph 2.1 (Buyer Owns All Work Product).
9.4 Seller’s IP That Is Not Work Product. During the course of this project, the Seller might use intellectual property that the Seller owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Seller is not giving the Buyer this background IP. But, as part of the Agreement, the Seller is giving the Buyer a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Buyer’s products and services. The Buyer may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Buyer cannot sell or license the background IP separately from its products or services. The Seller cannot take back this grant, and this grant does not end when the Agreement is over.
9.5 Seller’s Right To Use Buyer IP. The Seller may need to use the Buyer’s intellectual property to do its job. For example, if the Buyer is hiring the Seller to build a website, the Seller may have to use the Buyer’s logo. The Buyer agrees to let the Seller use the Buyer’s intellectual property and other intellectual property that the Buyer controls to the extent reasonably necessary to do the Seller’s job. Beyond that, the Buyer is not giving the Seller any intellectual property rights, unless specifically stated otherwise in this Agreement.
The Seller may work for a competitor of the Buyer until this Agreement ends. To avoid confusion, a competitor is 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. A competitor is also a third party that plans to do any of those things. The exception to this allowance is if the Buyer asks for the Seller to avoid working with any specific competitors beforehand and the Seller agrees to it in writing.
The Buyer is hiring the Seller as an independent contractor. The following statements accurately reflect their relationship:
12.1 Overview. This Agreement imposes special restrictions on how the Buyer and the Seller must handle confidential information. These obligations are explained in this section.
12.2 The Buyer’s Confidential Information. While working for the Buyer, the Seller or Platform Owner may come across, or be given, Buyer information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Seller and Platform Owner promises to treat this information as if it is the Seller’s or Platform Owner’s own confidential information. The Seller or Platform Owner may use this information to do its job under this Agreement, but not for anything else. For example, if the Buyer lets the Seller use a customer list to send out a newsletter, the Seller cannot use those email addresses for any other purpose. The one exception to this is if the Buyer gives the Seller or Platform Owner written permission to use the information for another purpose, the Seller or Platform Owner may use the information for that purpose, as well. When this Agreement ends, the Seller or Platform Owner must give back or destroy all confidential information, and confirm that it has done so. The Seller and Platform Owner promises that it will not share confidential information with a third party, unless the Buyer gives the Seller or Platform Owner written permission first. The Seller and Platform Owner must continue to follow these obligations, even after the Agreement ends. The Seller’s or Platform Owner’s responsibilities only stop if the Seller or Platform Owner can show any of the following: (i) that the information was already public when the Seller or Platform Owner came across it; (ii) the information became public after the Seller or Platform Owner came across it, but not because of anything the Seller or Platform Owner did or didn’t do; (iii) the Seller or Platform Owner already knew the information when the Seller came or Platform Owner across it and the Seller or Platform Owner didn’t have any obligation to keep it secret; (iv) a third party provided the Seller or Platform Owner with the information without requiring that the Seller or Platform Owner keep it a secret; or (v) the Seller or Platform Owner created the information on its own, without using anything belonging to the Buyer.
12.3 Third-Party Confidential Information. It’s possible the Buyer and the Seller each have access to confidential information that belongs to third parties. The Buyer and the Seller each 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.
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Agreement.
14.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Buyer or the Seller or both. For example, if the Buyer gets sued for something that the Seller did, then the Seller may promise to come to the Buyer’s defense or to reimburse the Buyer for any losses.
14.2 Buyer Indemnity. In this Agreement, the Seller agrees to indemnify the Buyer (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Seller has done under this Agreement; (ii) a breach by the Seller of its obligations under this Agreement; or (iii) a breach by the Seller of the promises it is making in Section 3 (Representations).
14.3 Seller Indemnity. In this Agreement, the Buyer agrees to indemnify the Seller (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Buyer of its obligations under this Agreement.
Any questions? Contact support@turtleOS.com.