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)
The definitions below apply in this Agreement.
|Acceptable Use Policy||Turtl’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.|
|Agreement||these terms and conditions and the Registration Form, if applicable, between Turtl and you for the provision of Services|
|Authorised Users||the named users on the Registration Form or as subsequently amended on your Online Account.|
|Business Day||a day other than a Saturday, Sunday or public holiday in when Local banks are open for business.|
|Cloud Storage Account||our account with Amazon Web Services or such other provider as is notified to you from time to time|
|Confidential Information||information 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 Data||the 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 Data||the 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 Legislation||means 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).|
|Documentation||the 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.|
|GDPR||the General Data Protection Regulation (EU 2016/679)|
|Live Publication||the live publication of a Story|
|Local||the jurisdiction of the Turtl entity with which you are contracting (see Section D)|
|Normal Business Hours||9 am to 5 pm Local time, each Business Day.|
|Online Account||the record of your subscription details, which we send to you by email from time to time or which you are able to access online|
|Readers||intended readers of Stories, i.e. your clients and/or customers to whom links to Stories are distributed.|
|Registration Form||the 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 Policy||Turtl’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.|
|Services||Turtl’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.|
|Software||the online software applications provided by Turtl as part of the Services.|
|Story/Stories||the 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 Fees||the 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 Term||the initial period of your subscription (either one month or one year) together with any renewal periods, as described in Section B.6a|
|Support Services Policy||Turtl’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 Material||the 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 Terms||the 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 Software||the 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.|
|Turtl||the Turtl contracting entity as specified in Section D, and “we” and “us”|
|User Content||content, including photos, video, images, folders, data, text, and other types of works, uploaded by you or Authorised Users to the Services.|
|User Subscriptions||the 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.|
|Workspace||an area within Your instance of Turtl which contains a particular set of Stories and which comprise folders with access and permission controls.|
|You||the business named on the Registration Form or in your Online Account as the recipient of the Services.|
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.
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.
This agreement shall be governed by and construed in accordance with the law of England and Wales.