User Content Agreement

This User Content Agreement sets out the terms that apply to you when you upload content on www.turtl.co (our website). By clicking Submit on our website form, you agree to be bound by the terms of this User Content Agreement, together with our website Terms of use. You acknowledge that your information will be processed in accordance with our DPA and that we use cookies and similar technologies in accordance with our Cookie policy.

1. Basis of Agreement

1.1 This User Content Agreement, in addition to our website terms of use, sets out the terms and conditions that apply to you when you access any interactive features of our website, upload content onto our website, interact with other users of our website or upload links on our website.

1.2 When you click Submit on our website form, you agree to be bound by the terms set out herein.

2.1 We may vary the terms of this User Content Agreement from time to time

2.2 If required by law, we will provide you with notice of any changes we make to this User Content Agreement by posting a notice on our website.

3.1 Whenever you make use of any feature or interactive function on our website that enables you to upload content to our website, any content you upload must be in accordance with our Acceptable use policy and our website terms of use.

3.2 You must not upload any content to our website, or upload to our website any links to third party websites containing content which are in breach of our Acceptable Use Policy

3.3 You may upload your own confidential information to our website, but we do not guarantee that any content uploaded by you will be treated as confidential, and we disclaim any responsibility for maintaining the confidentiality of any such uploaded content. You must not upload confidential information belonging to any other person. Any and all content that you upload to our website will be treated as non-confidential.

3.4 We are not responsible for securing or backing up any data or content uploaded by you, and we are not responsible for any loss or corruption of such data or content. If you do not wish to lose any content uploaded by you, you should back up and secure such content independently.

3.5 You shall be solely responsible for the content you upload to our website and for the consequences of uploading or publishing it. In connection with your uploads and anything contained, displayed, featured, incorporated, or appearing therein or related thereto, you hereby represent and warrant that you either:

(a) are the owner of all copyright and other intellectual property rights in the content uploaded by you; or

(b) are licensed or otherwise legally authorised by the owner of the copyright or other intellectual property rights in the content you upload to use that content and to distribute that content on or via third party websites (including on or via our website) in the public domain on a non-confidential basis, and to grant the licence described in clause 4 (Rights you grant in relation to content uploaded to our website)

3.6 You further represent and warrant that your use and/or uploading of any content to our website does not infringe and will not infringe on the copyright, trademark, trade secret, rights of privacy or publicity, or other intellectual property or personal rights of any person or entity.

4.1 You shall at all times remain the owner of all copyright in the content uploaded by you unless the copyright in such content is owned by a person other than yourself, in which case that person shall retain the ownership of the content.

4.2 By uploading content to our website under this Agreement, you grant us a worldwide, non-exclusive, royalty-free, fully paid right and license to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display your content in a Turtl format (Turtl Doc) which we will provide to you in contemplation of you entering into a licence subscription for the Turtl product (Product). We, in our sole discretion, may allow any Turtl Docs provided to you to remain live for a period of up to six months.

4.3 You waive any claims you may have based on any usage of the content you upload for the purpose described in clause 4.2 (the Purpose) including (but not limited to) claims for infringement, invasion, misappropriation, or violation of intellectual property or personal rights.

4.4 Use Restrictions. You shall not: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Product in any form or media or by any means; nor (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Product; nor (iii) access all or any part of the Product in order to build a competing product or service; nor (iv) attempt to obtain, or assist third parties in obtaining, access to the Product.

4.5 Proprietary Rights. You acknowledge and agree that we own all intellectual property rights in the Product including the underlying Turtl Doc. This User Content Agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Product.

5.1 We reserve the right to take any action whatsoever that we deem appropriate in respect of any suspected or actual breach of this User Content Agreement. Such action may include:

(a) issuing you with a warning in respect of your non-compliance with the terms of this User Content Agreement;

(b) suspension or termination, without notice, of your right to use our website;

(c) modification or removal of any content uploaded by you;

(d) removal of any Turtl Doc provided to you;

(e) disclosure of your identity to any third party where that third party (or their representative) makes a complaint to us relating to content uploaded by you, and it appears to us that the content uploaded by you constitutes a violation of their or any other person’s intellectual property rights, privacy rights or any other rights;

(f) disclosure of your identity, any content uploaded by you, and any other relevant information to the police or any other law enforcement authority in the event that we deem this to be reasonable, necessary, or otherwise required or permitted by law;

(g) commencing legal proceedings against you for all expenses that we incur because of any breach by you of this User Content Agreement; or

(h) any other or additional action that we deem appropriate in the circumstances.

5.2 YOU HEREBY HOLD HARMLESS AND INDEMNIFY US FROM AND AGAINST ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REPUTATION OR GOODWILL, AND ANY OTHER SECONDARY OR CONSEQUENTIAL LOSSES), PENALTIES, COSTS (INCLUDING PROFESSIONAL AND LEGAL COSTS ON A FULL INDEMNITY BASIS) AND EXPENSES SUFFERED OR INCURRED BY US ARISING FROM, IN CONNECTION WITH OR RELATING TO ANY BREACH BY YOU OF THIS USER CONTENT AGREEMENT OR OUR TERMS OF USE OR ANY ACTION BROUGHT AS A CONSEQUENCE OF ANY CONTENT BEING UPLOADED BY YOU (INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY CONTENT).

5.3 We shall have no liability to you whatsoever for the consequences of any action we take in response to any breach by you of the terms of this User Content Agreement, our website terms of use, or any other document, laws, or regulations governing your use of our website.

6.1 You must ensure that you have in place up-to-date and effective anti-virus protection on your computer or browsing device which you use to access our website.

6.2 You must not upload or otherwise introduce to our website any viruses, malware, spyware, adware, Trojan horses, worms, logic bombs, time bombs, keystroke loggers or any other programs or code that is harmful or malicious.

6.3 You must not use, whether by yourself or in conjunction with any third parties, any software or technology to attempt to gain unauthorised access to our website, our servers, systems, hardware, software, or data, or cause, encourage or entice any third party to do the same.

6.4 You must not perform any denial of service type attack on our website.

6.5 You must not perform any action which would contravene the Computer Misuse Act 1990.

In the event that any term of this User Content Agreement is found by a court of competent jurisdiction to be void, invalid, illegal, unenforceable, or non-binding, it shall be modified to the minimum extent necessary to make it valid, legal, effective and binding, giving effect to the purpose of the original term to the maximum extent possible. In the event that such modification of the term is not possible, it shall be deleted from this User Content Agreement.

We may assign, transfer or otherwise deal with, in any way whatsoever, any of our rights and obligations under this User Content Agreement.

Any failure to exercise or delay by us in exercising any of the rights or remedies that we may have under this User Content Agreement or otherwise shall not constitute a waiver of those rights or remedies, or any other rights or remedies that we may have against you or any other person at any time.

Save and except as expressly provided in this User Content Agreement, no person other than a party to this agreement shall have any rights or remedies (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) in respect of this User Content Agreement.

The rights and remedies arising under this User Content Agreement are in addition to any rights and remedies arising under law.

12.1 This User Content Agreement, any documents referred to in it, and any disputes arising from or in relation to it, whether contractual or not, shall be governed by and construed in accordance with English law.

12.2 The courts of England and Wales shall have exclusive jurisdiction over any claims or disputes arising from or in relation to this User Content Agreement or any documents referred to in it.

13.1 The copyright in this User Content Agreement is either owned by or licensed to, us and is protected by copyright laws around the world and copyright protection software. All intellectual property rights in this document are reserved.