Turtl Licence

What these terms cover. These are the terms and conditions on which Turtl supplies the Turtl product to you. Please read these terms carefully before you submit the Registration Form or purchase a subscription via your Online Account. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, and other important information.

BY SUBMITTING A REGISTRATION FORM OR PURCHASING A SUBSCRIPTION VIA YOUR ONLINE ACCOUNT, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE AN ENTITY, ORGANIZATION, OR COMPANY, THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON YOUR BEHALF REPRESENTS AND WARRANTS THAT THEY HAVE AUTHORITY TO BIND YOU TO THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT.

If you are contracting with Turtl, Inc. in accordance with Section D, except for certain kinds of disputes described in Section D.2.b.ii, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY SUBMITTING A REGISTRATION FORM OR PURCHASING A SUBSCRIPTION VIA YOUR ONLINE ACCOUNT, YOU AND TURTL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOU RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a neutral arbitrator and NOT a judge or jury. (See Section D.2.b.i)

A      DEFINITIONS

The definitions below apply in this Agreement.

Acceptable Use PolicyTurtl’s Acceptable Use Policy relating to prohibited content and actions made available by Turtl online, via https://turtl.co/about/legal/acceptable-use as amended by Turtl from time to time.
Agreementthese terms and conditions and the Registration Form, if applicable, between Turtl and you for the provision of Services
Authorised Usersthe named users on the Registration Form or as subsequently amended on your Online Account.
Business Daya day other than a Saturday, Sunday or public holiday in when Local banks are open for business.
Cloud Storage Accountour account with Amazon Web Services or such other provider as is notified to you from time to time
Confidential Informationinformation that is proprietary or confidential to a party and is either clearly labelled as such, would reasonably be understood to be confidential based on the disclosure or nature of the information itself, or identified as Confidential Information in Section C.6.
Content Analytics Datathe analytics data collected by Turtl which can be both anonymous aggregated data on Readers consuming multiple Stories or individualised analytics on a single Reader consuming Stories, the latter being subject to additional charges.
Customer Datathe data inputted by (i) you, (ii) Authorised Users, or (iii) Turtl on your behalf, for the purpose of using the Services or facilitating your use of the Services and/or containing information about Readers including personal data.
Data Protection Legislationmeans any applicable legislation on the protection of personal data, including where applicable: statutes, decisions, regulations, guidelines, guidance notes and codes of practice issued from time to time by courts, competent data protection supervisory authorities and other applicable government authorities (including but not limited to the UK Data Protection Act 2018, and GDPR).
Documentationthe document or documents made available by Turtl online which set out a description of the Services and the user instructions for the Services as amended from time to time.
GDPRthe General Data Protection Regulation (EU 2016/679)
Live Publicationthe live publication of a Story
Localthe jurisdiction of the Turtl entity with which you are contracting (see Section D)
Normal Business Hours9 am to 5 pm Local time, each Business Day.
Online Accountthe record of your subscription details, which we send to you by email from time to time or which you are able to access online
Privacy PolicyTurtl’s Privacy Policy as set out in the document or documents made available by Turtl online via the link provided and as amended from time to time.
Readersintended readers of Stories, i.e. your clients and/or customers to whom links to Stories are distributed.
Registration Formthe online form containing the details of your subscription/plan, which details Your permitted number of Authorised Users, Workspaces and Live Publications, and which is submitted when you register for the Services and which forms part of this Agreement.
Security PolicyTurtl’s Security Policy as set out in the document or documents made available by Turtl online via the link provided and as amended from time to time.
ServicesTurtl’s product, as described in the Service Specification document or documents made available by Turtl online via the link provided and as amended from time to time.
Softwarethe online software applications provided by Turtl as part of the Services.
Story/Storiesthe electronic document/documents created by Authorised Users in the course of using the Services, which may include, text, images and/or videos and the primary purpose of which is to promote your goods and/or services.
Subscription Feesthe fees payable to Turtl for User Subscriptions set out in the Registration Form or via your Online Account and any additional User Subscriptions that are subsequently purchased, as amended in accordance with this Agreement.
Subscription Termthe initial period of your subscription (either one month or one year) together with any renewal periods, as described in Section B.6a
Support Services PolicyTurtl’s Support Services Policy for providing support in relation to the Services as set out in the document or documents made available by Turtl online via the link provided and as amended from time to time.
Third Party Materialthe third-party images or videos which you may use(subject to complying with the Third Party Material Terms) in the course of using the Services.
Third Party Material Termsthe relevant third-party licence terms which apply to the third-party images or videos which you can incorporate in Stories are set out in the document Third Party Material Terms made available by Turtl online and as amended from time to time.
Third Party Softwarethe Third Party Software as set out in the document or documents made available by Turtl online via the link provided and as amended from time to time.
Turtlthe Turtl contracting entity as specified in Section D, and “we” and “us”
User Contentcontent, including photos, video, images, folders, data, text, and other types of works, uploaded by you or Authorised Users to the Services.
User Subscriptionsthe user subscriptions purchased by you pursuant to Section B which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.
Workspacean area within Your instance of Turtl which contains a particular set of Stories and which comprise folders with access and permission controls.
Youthe business named on the Registration Form or in your Online Account as the recipient of the Services.

B      COMMERCIAL TERMS

  1. User Subscriptions.

    You must be at least 18 years old to use the Service. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.

    In order to use the Services you must purchase User Subscriptions using the Registration Form or via your Online Account. Each User Subscription entitles one Authorised User to use the Services for the duration of the Subscription Term and is personal to that Authorised User.

    If required, User Subscriptions can be increased or reduced through your Online Account. Such changes may be subject to additional Subscription Fees.
  2. Placing an order and its acceptance

    1. Placing your order.Please follow the onscreen prompts on the Registration Form or Online Account to order User Subscriptions. Your order is an offer by you to subscribe to the Services subject to this Agreement.
    2. Acknowledging receipt of your order. After you place your order, you will receive an email to the address you provide in the Registration Form or via your Online Account acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in 2c below.
    3. Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it, at which point and on which date the Agreement between you and us will come into existence.
    4. If we do not accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
    5. Start date. If we accept your order, your Subscription Term will commence (“go live”) and payment will be taken within 14 days of the date of acceptance. We will notify you when your subscription is ready to go live.
  3. Availability

    We aim to make the Services available 24 hours a day, seven days a week, except for periods of planned maintenance. We will, as part of the Services and at no additional cost, provide you with our standard customer support services applicable to the Services during Normal Business Hours in accordance with our Support Services Policy.
  4. Charges and payment

    1. Subscription Fees. All amounts and fees stated or referred to in this Agreement shall be payable in the Local currency, and are non-cancellable and non-refundable.

      You must pay the Subscription Fees to Turtl in advance in accordance with the payment option selected by you on the Registration Form or your Online Account, and you authorize Turtl to charge all Subscription Fees, including all applicable taxes (as described below in Section B.4.d) to the payment option you selected. If you pay any fees with a credit card, Turtl may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize Turtl to periodically charge on a going-forward basis and until termination or expiration of this Agreement, all accrued sums on or before the payment due date for the accrued sums. You must terminate this Agreement in accordance with Section B.6 in order to avoid billing of the next periodic Subscription Fee. We will bill the periodic Subscription Fee to the payment method you selected on your Registration Form or your Online Account (or a different payment method if you change your payment information).

      If agreed on the Registration Form or Online Account, we will charge you an initial setup fee.
    2. Purchasing additional services. Turtl may at its discretion offer you enhanced features or related services on payment of additional fees.
    3. Fee adjustments during the Subscription Term. Turtl reserves the right to determine pricing for the Services.

      If you purchase additional services or User Subscriptions, you will be liable for the applicable increase in Subscription Fees from the date of the purchase.

      For a monthly subscription, if an increased Subscription Fee becomes due during a billing month the increased Fees for the remainder of the month will be pro-rated and charged on the next monthly renewal date.

      For an annual subscription any increased Subscription Fees will become due on the date of purchase.

      You may also request to remove services or User Subscriptions from your Online Account, but any such request (together with any corresponding reduction in Fees) shall only take effect at your next renewal date.
    4. Sales tax. The Subscription Fees are exclusive of value added or other sales taxes, which we will charge as applicable. If you are required to make any withholding or deduction by applicable law, you will pay us such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required.
    5. Price increases. We may increase the Subscription Fees at the start of each calendar year on prior written notice to you by an amount not exceeding 3%.

      The price increase will take effect from the next renewal date following the date of the notice, unless you cancel your User Subscriptions beforehand, in accordance with Section B.6.
    6. Suspension of account. If Turtl has not received payment of the Subscription Fees when due we may, without liability to you, disable your password, account and access to all or part of the Services and Turtl shall be under no obligation to provide any or all of the Services while the amount concerned remains unpaid.
  5. Use of Services

    1. Configuration. To use the Services, you will need to use the latest version of the Chrome or Firefox browser for editing Stories, and have a reliable internet connection. Your firewall must be configured to allow for traffic from Turtl and its third parties.
    2. Customer Data. You own all rights in Customer Data and are responsible for its legality, reliability, integrity, accuracy and quality. Customer Data will be hosted on the Cloud Storage Account. We will manage the Cloud Storage Account and will archive Customer Data by taking backups.
    3. Third party providers. We give you the functionality to insert hypertext links and iframes to third-party websites and/or social media “share” buttons into Stories, but we are not liable for any use by you of such functionality. You agree to be bound by all applicable restrictions and obligations contained in any Third Party Material Terms.
    4. Restrictions on use. You and Authorised Users must keep your login details confidential and not allow them to be used by anyone else. We may monitor the use of login details assigned to Authorised Users, and prohibit multiple simultaneous use of those login details, and reserve the right to charge for additional and/or simultaneous users.

      You must comply with our Acceptable Use Policy.

      You must not use Turtl to create content for anyone other than the business named as recipient of the Services in your Online Account.

      Except as allowed by applicable law and to the extent permitted by this Agreement you must not attempt to copy, modify, download, display, transmit, or distribute all or any portion of the Software and/or Documentation; or attempt to decompile, disassemble, or reverse engineer all or any part of the Software.

      You must not access all or any part of the Services and Documentation in order to build a competing product or service, or use the Services and/or Documentation to provide services to third parties.

      You, as a user of the Services, are subject to fair use limits of 1,000 readers per User Subscription per month.
  6. Term and termination

    1. Initial term and auto-renewal. The initial period of the subscription will be either one month or one year as set out on the Registration Form or your Online Account. On expiry of this initial period, the Agreement shall automatically renew for successive periods of one month or one year, respectively, unless either party notifies the other party of its intent not to renew, in writing or via the Online Account, at least one month before the renewal date, in which case the Agreement will terminate immediately at the end of the then-current period.
    2. Termination for cause. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other if (i) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (ii) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (iii) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; (iv) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or (v) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    3. Change of control. Without affecting any other right or remedy available to it, Turtl may terminate this Agreement with immediate effect by giving written notice to you if as a result of a change of control of you, Turtl reasonably believes that you have become a competitor to Turtl.
    4. Effect of termination. On termination of this Agreement for any reason all rights granted under this Agreement shall immediately terminate and you shall no longer have rights to create, edit, access (or authorise Readers to access) any Stories created prior to termination.

      Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

      After termination, the Customer may continue to access (and authorise End Customers to access) but not edit Stories created prior to termination on payment of an annual maintenance fee of 25% of the annualised monthly Subscription Fees at the date of termination.

      Termination will not affect the coming into force or continuance in force of any provision of this Agreement, which is expressly, or by implication, intended to come into or continue in force on or after ending this Agreement.
    5. Destruction of materials. On termination of this Agreement for any reason each party shall make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party.
  7. Publicity

    You agree that we may refer to you as a customer of Turtl in our marketing and other promotional materials, and share your publicly available Stories on our website and social media channels. You hereby grant Turtl a non-exclusive, worldwide and royalty free licence to use your name and trade marks for such purposes.

C      LEGAL TERMS

  1. Your rights

    Subject to you buying the relevant User Subscriptions and paying the relevant Subscription Fees, and the other terms and conditions of this Agreement, Turtl grants you a worldwide, non-exclusive, non-transferable right to use the Services and the Documentation during the Subscription Term to create and edit Stories using the Software; to authorise Readers to access Stories by sending them a hyperlink to the Stories; and to analyse and use Content Analytics Data.
  2. Our obligations

    We will supply Services substantially in accordance with the Documentation and with reasonable skill and care. If we fail to do so we will at our discretion use reasonable commercial endeavours to correct any non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. This is your only remedy for such failure.

    This Agreement shall not prevent Turtl from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
  3. Your obligations

    You agree to provide us with any information we may reasonably need in order in order to provide the Services, including digital brand guidelines, Customer Data, security access information and configuration services.

    You must comply with all applicable laws and regulations with respect to your activities under this Agreement.

    You must ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

    You must obtain and shall maintain all necessary licences, consents, and permissions necessary for Turtl, its contractors and agents to perform their obligations under this Agreement, including the Services;
  4. Proprietary rights

    Turtl and/or its licensors (as the case may be) own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

    We have the right to anonymise Content Analytics Data and own all rights in and to all of such anonymised Content Analytics Data including the right to sell anonymous aggregated analytics data to third parties.
  5. User Content

    User Content Generally. Certain features of the Services may permit you to upload User Content to the Services, and to publish User Content on the Services. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Services.

    Limited License Grant to Turtl. By providing User Content to or via the Services, you grant Turtl a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.

    Limited License Grant to Other Users. By providing User Content to or via the Services to other users of the Services, including Readers, you grant those users a non-exclusive license to access and use that User Content as permitted by this Agreement and the functionality of the Services.

    User Content Representations and Warranties. Turtl disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Services. By providing User Content via the Service, you affirm, represent, and warrant that:

    1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Turtl and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Turtl, the Services, and this Agreement;
    2. your User Content, and the use of your User Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Turtl to violate any law or regulation; and
    3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

    User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Turtl may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates this Agreement or is otherwise objectionable. You understand that when using the Services you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Turtl with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Turtl does not permit copyright-infringing activities on the Services.

    Monitoring Content. Turtl does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Services by its users. You acknowledge and agree that Turtl reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational and other purposes. If at any time Turtl chooses to monitor the content, Turtl still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

  6. Confidentiality

    Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party, without use of or reference to the other party’s Confidential Information.

    Each party shall hold the other’s Confidential Information in confidence and, unless required to disclose it by law, by any court of competent jurisdiction or by any regulatory or administrative body, shall not unless otherwise permitted by this Agreement make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

    Each party may disclose the other’s Confidential Information to those of its employees, agents and professional advisors who have a need to know the Confidential Information under this Agreement and each party shall take all reasonable steps to ensure that such employees, agents and/or professional advisors do not disclose Confidential Information in violation of the terms of this Agreement.

    You acknowledge that details of the Services, user names and passwords issued to Authorised Users and the results of any performance tests of the Services, constitute our Confidential Information and Turtl acknowledges that the Customer Data constitutes your Confidential Information.

    No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction, or as otherwise permitted by this Agreement.
  7. Indemnity

    You agree to defend, indemnify and hold harmless Turtl against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation where such use breaches any term of this Agreement.
  8. Exclusion and Limitation of liability

    Nothing in this Agreement excludes the liability of either party for: (i) death or personal injury caused by the other party’s negligence; or (ii) fraud, gross negligence, or willful misconduct.

    To the fullest extent permitted by law, in no event will Turtl be liable for (i) any loss, destruction, alteration or disclosure of Customer Data; (ii) any unauthorised use of the Services; (iii) modification or alteration of the Services by anyone other than us; or (iv) any delays, delivery failures, or any other loss or damage resulting from any issues with availability or performance of Third Party Software that are outside of our control; or the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities, or (v) any damage to your property (including your computer system or mobile devise used in connection with the Service).

    We do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements.

    Except as expressly and specifically provided in this Agreement: (i) you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use, and we are not liable for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction; (ii) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and (iii) the Services and the Documentation are provided to you on an “as is” basis, and, to the fullest extent permitted by applicable law, Turtl disclaims all warranties of any kind, whether express or implied, relating to the Service and Documentation and content available through the service, including (a) any implied warranty of merchantability, fitness for a particular purpose, title, quite enjoyment, or non-infringement, and (b) any warranty arising out of course of dealing, usage, or trade.

    To the fullest extent permitted at law, in no event will Turtl be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement, and whether or not Turtl has been informed of the possibility of damage.

    Without prejudice to the above, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to 100% of the total Subscription Fees paid or payable for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

    Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement. The limitations in this Section will apply even if any limited remedy fails of its essential purpose.
  9. Data protection

    To the extent Customer Data includes “personal data” (as defined in GDPR), the following terms set forth in this Section C.9 apply.

      1. Definitions. In this clause “personal data”, “controller”, “processor”, “data subject” and “processing” have the meanings respectively set out in GDPR.
      2. Compliance with data protection law. Both parties will comply with all applicable requirements of the Data Protection Legislation. We will comply with our Privacy Policy in respect of personal data we process as data controller, and our Security Policy generally in providing the Services.
      3. Data processor clauses. We may process personal data on your behalf as a data processor when performing our obligations under this Agreement during the Subscription Term, namely personal data contained in or collected from Stories. (This may include names and email addresses and/or non-anonymised Content Analytics Data.) The following clauses apply to Turtl acting as a data processor.


    We will not transfer or store such personal data outside the UK or European Economic Area without your prior written consent and unless: (i) you or we have provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (iv) we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data.

    You must ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf.

    As a data processor, we will (and will take steps to ensure that any person acting under our authority will) process the personal data only on documented instructions from you, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by EU or UK law; in which case, we will inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

    We both agree to take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technological and organisational measures adopted by it).

    We will assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.

    We will notify you without undue delay on becoming aware of a personal data breach.

    We will if requested in writing delete or return personal data and copies of such data to you on termination of the Agreement unless required by applicable law to store the personal data; and maintain complete and accurate records and information to demonstrate our compliance with this clause and allow for audits by you or your designated auditor.

    We will not engage a sub-processor of personal data without prior specific or general written authorisation from you, and not unless the sub-processing agreement contains equivalent data protection provisions to those contained in this Agreement. We shall remain fully liable to you for the performance of the sub-processor’s obligations under Data Protection Legislation.

    You agree to us appointing the following sub-processors: (i) Amazon Web Services, Inc. or equivalent Cloud Storage Account suppliers; and (ii) Fastly, Inc. (an active participant in the EU-US Privacy Shield) or equivalent content delivery network suppliers, and you consent to the transfer of personal data to the US for such purposes.

  10. General

    1. Force Majeure. Turtl shall have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including failure of a telecommunications network, provided that you is notified of such an event and its expected duration.
    2. Amendment. No amendment of this Agreement shall be effective unless it is in writing and signed by the parties.
    3. Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    4. Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    5. Severance. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
    6. Entire Agreement. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
    7. Assignment. You may not, without the prior written consent of Turtl, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Turtl may at any time freely assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
    8. No partnership or agency. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    9. Third party rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
    10. Notices. Any notice under this Agreement shall be in writing and delivered by hand or sent by overnight courier to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or only if no physical address is provided, sent by email to the other party’s email address as set out in the Registration Form or Online Account. A correctly addressed notice delivered by hand or sent by overnight courier shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9 am on the second Business Day following delivery). A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

D      COUNTRY SPECIFIC TERMS

  1. Turtl entity. Your physical address (as set out on the Registration Form or Online Account) determines which Turtl entity you are contracting with, and the country specific terms which will apply as set out below.
  2. Where you have an address in the United States, Canada, or Mexico, Your contract is with Turtl, Inc., a Delaware Corporation with registered office at CORPORATION TRUST CENTER 1209 ORANGE ST, WILMINGTON, New Castle, DE 19801.

    1. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
    2. Arbitration.

      1. Dispute Resolution. In the interest of resolving disputes between you and Turtl in the most expedient and cost effective manner, and except as described in Section D.2.b.ii and D.2.b.iii, you and Turtl agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND TURTL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Any arbitration between you and Turtl will be settled under the International Chamber of Commerce (“ICC”) Rules in force at the date of the request for arbitration, to be heard by one arbitrator in the Local jurisdiction. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

        A party who intends to seek arbitration must first send a written notice of the dispute to the other party in accordance with Section C.10.j (“Notice of Arbitration”). The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Turtl may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Turtl must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Turtl in settlement of the dispute prior to the award, Turtl will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

        If you commence arbitration in accordance with this Agreement, Turtl will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the ICC Rules. Any arbitration hearing will take place at a location to be agreed upon in accordance with Section D.2.a, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the ICC Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose, then the payment of all fees will be governed by the ICC Rules. In that case, you agree to reimburse Turtl for all monies previously disbursed by it that are otherwise your obligation to pay under the ICC Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

        YOU AND TURTL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Turtl agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

        If Section D.2.b.i is found to be unenforceable, or if Turtl receives an Opt-Out Notice from you in accordance with Section D.2.b.iii, then the entirety of this Section D.2.b.i will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section D.2.a will govern any action arising out of or related to this Agreement.
      2. Exclusions. Despite the provisions of Section D.2.b.i. nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim. For any of the proceeding actions, the parties agree the exclusive jurisdiction and venue as set forth in Section D.2.a will govern any action arising out of or related to this Agreement.
      3. Arbitration Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of Section D.2.b.i within 30 days after the date that you agree to this Agreement by sending a letter to Turtl, Attention: Legal Department – Arbitration Opt-Out, One Seaport Square, 77 Sleeper St, Boston, MA 02210 that specifies: your full legal name, the email address associated with your account on the Service, the date that you agreed to this Agreement, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Turtl receives your Opt-Out Notice, Section D.2.b.i will be void and any action arising out of this Agreement will be resolved in the jurisdiction and venue as set forth in Section D.2.a. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice.
    3. Digital Millennium Copyright Act

      1. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

        Turtl, Inc.
        ATTN: Legal Department (Copyright Notification)
        One Seaport Square, 77 Sleeper St, Boston, MA 02210
        1-617-764-9527
        Email: copyright@turtl.co

        Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must comply include the following information:

        1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
        2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
        3. a description of the material that you claim is infringing and where it is located on the Service;
        4. your address, telephone number, and email address;
        5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
        6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
      2. Repeat Infringers. We will promptly termination without notice the accounts of users that are determined by use to be “repeat infringers.” A repeat infringer is a user who has been notified of infringing activity more than twice or has had User Content removed from the Service more than twice.
  3. Where you have an address anywhere else your contract is with Turtl Surf & Immerse Limited (company number 09142724) is a company registered in England and Wales and our registered office is at 22-25 Farringdon Street, London, EC4A 4AB.

This agreement shall be governed by and construed in accordance with the law of England and Wales.

Turtl