Truwl

BETA

Truwl Terms of Service

Be sure to read the Terms of Service below. They cover the terms and conditions that apply to your use of this website (the "Website," or "Site"). xD Bio, Inc. (xD Bio) may change the Terms of Service from time to time. By continuing to use the Site following such modifications, you agree to be bound by such modifications to the Terms of Service.

Effective date: December 04, 2017

A. Definitions

Summary: We use some terms throughout the agreement that have specific meanings. This section describes what those terms mean.

  1. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the "Terms") and all other operating rules, policies (including the Truwl Privacy Statement, available at truwl.com/legalstuff/privacy) and procedures that we may publish from time to time on the Website.
  2. The “Service” refers to the applications, software, products, and services provided by xD Bio, Inc. at Truwl.com.
  3. The “Website” refers to the website located at truwl.com, and all content, services, and products provided by xD Bio at or through the Website.
  4. “The User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions. A User must be at least 13 years of age. Special terms may apply for business or government accounts (See Section B(4): Additional Terms).
  5. “Truwl”, "xD Bio", “We”, and “Us” refer to xD Bio, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
  6. “Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.

B. Account Terms

Summary: To create and use an account, you must be a person; be 13 years old or over;  provide a valid email address; and you may not have more than one free account. You alone are responsible for your account, anything that happens while you are signed into or using your account, and for keeping your account secure.

1. Required Information

You must provide a valid email address in order to complete the signup process. Other pieces of information requested, such as your real name, are optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid account, in which case additional information will be necessary for billing purposes.

2. Account Requirements

We have a few simple rules for accounts on xD Bio's Service.

  • You must be a person to create an account. Accounts registered by automated methods such as bots are not allowed.
  • One person or legal entity may maintain no more than one free account.
  • You must be age 13 or older. We will immediately terminate a user’s account if we find that a user is under 13 years old. If you are a resident of a country outside the United States, your country’s minimum age may be older. You are responsible for complying with your country’s laws.
  • A single login may not be shared by multiple people.

3. User Account Security

You are responsible for keeping your account secure while you use our Service.

  • You are responsible for all content posted and activity that occurs under your account.
  • You are responsible for maintaining the security of your account and password. xD Bio cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
  • You will promptly notify xD Bio if you become aware of any unauthorized use of, or access to, our Service through your account, including any unauthorized use of your password or account.

4. Additional Terms

In some situations, third parties' terms may apply to your use of Truwl. For example, you may be a member of an organization with its own terms or license agreements; you may download an application that integrates with Truwl; or you may use Truwl to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.

If you are a government User or otherwise accessing or using any xD Bio Service in a government capacity, this Government Amendment to Truwl Terms of Service applies to you, and you agree to its provisions.

C. Acceptable Use

Summary: _Truwl.com hosts a wide variety of collaborative projects from around the world. This collaboration only works when our users work together in good faith. While using the service, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post, conduct on the service, and other limitations. _

1. Compliance with Laws and Regulations

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

2. Content Restrictions

You agree that you will not under any circumstances upload, post, host, or transmit any content that:

  • is unlawful or promotes unlawful activities;
  • is or contains sexually obscene content;
  • is libelous, defamatory, or fraudulent;
  • is discriminatory or abusive toward any individual or group;
  • contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or
  • infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

3. Conduct Restrictions

While using Truwl, you agree that you will not under any circumstances:

  • harass, abuse, threaten, or incite violence towards any individual or group, including xD Bio employees, officers, and agents, or other Truwl Users;
  • use our servers for any form of excessive automated bulk activity, or relay any other form of unsolicited advertising or solicitation through our servers;
  • attempt to disrupt or tamper with xD Bio's servers in ways that could harm our Website or Service, to place undue burden on xD Bio's servers through automated means, or to access our Service in ways that exceed your authorization;
  • impersonate any person or entity, including any of our employees or representatives, including through false association with xD Bio, or by fraudulently misrepresenting your identity or site's purpose; or
  • violate the privacy of any third party, such as by posting another person's personal information without consent.

4. Services Usage Limits

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without xD Bio's express written permission.

5. Scraping

Scraping refers to extracting data from our Website via an automated process, such as a bot or webcrawler. It does not refer to the collection of information through xD Bio's APIs. Please see Section H for our API Terms. You may scrape the website for the following reasons:

  • Researchers may scrape public, non-personal information from Truwl for research purposes, only if any publications resulting from that research are open access.
  • Archivists may scrape Truwl for public data for archival purposes.

You may not scrape Truwl for spamming purposes, including for the purposes of selling Truwl users' personal information, such as to recruiters, headhunters, and job boards.

All use of Truwl data gathered through scraping must comply with the Truwl Privacy Statement.

6. Privacy

Misuse of Truwl Users' Personal Information is prohibited.

Any person, entity, or service collecting data from Truwl must comply with the Truwl Privacy Statement, particularly in regards to the collection of our Users' Personal Information. If you collect any Truwl User's Personal Information from Truwl, you agree that you will only use the Personal Information you gather for the purpose for which our User has authorized it. You agree that you will reasonably secure any Personal Information you have gathered from Truwl, and you will respond promptly to complaints, removal requests, and "do not contact" requests from xD Bio or Truwl Users.

7. Excessive Bandwidth Use

If we determine your bandwidth usage to be significantly excessive in relation to other Truwl customers, we reserve the right to suspend or throttle your account until you can reduce your bandwidth consumption.

8. User Protection

You agree not to engage in activity that significantly harms our Users. We will resolve disputes in favor of protecting our Users as a whole.

D. User-Generated Content

Summary: You own content you create, but you allow us certain rights to it so that we can display and share the content you post. You have control over your content, and responsibility for it. The rights you grant us are limited to those we need to provide the service. We have the right to remove content or close accounts.

1. Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

2. xD Bio May Remove Content

We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any xD Bio terms or policies.

3. Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Content you create or own ("Your Content"). If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Truwl Users — certain legal permissions, listed in Sections D.4 — D.6. These license grants apply to Your Content. If you upload Content that already comes with a license granting xD Bio the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 — D.6. The licenses you grant to us will end when you remove Your Content from our servers, unless other Users have created separate instances of Your Content.

4. License Grant to Us

You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.

This license does not grant xD Bio the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.

5. License Grant to Other Users

Any User-Generated Content you post publicly, including software, comments, files, metadata, tool use cases, and contributions to other Users' Content, may be viewed by others. By setting Your Content to be viewed publicly, you agree to allow others to view and make their own copies of Your Content in repositories they control.

By publicly posting Your Content on Truwl you grant each User of Truwl a nonexclusive, worldwide license to use, display, and perform Your Content through the Truwl Service and to reproduce Your Content solely on Truwl as permitted through Truwl's functionality. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Truwl Users.

6. Moral Rights

You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section D.4, but not otherwise.

To the extent this agreement is not enforceable by applicable law, you grant xD Bio the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

E. Unpublished Content

Summary: You may have access to unpublished content. We treat unpublished content as confidential, and we only access it for support reasons, with your consent, or if required to for security reasons.

1. Control of Unpublished Content.

User accounts may have unpublished content, which allow the User to control access to Content. For instance, content that is in preparation for publication or is explicitly made private.

2. Confidentiality of Unpublished Content.

xD Bio considers the contents of unpublished content and private repositories to be confidential to you. xD Bio will protect the contents of unpublished content and private repositories from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.

3. Access.

xD Bio employees may only access the content of your private repositories in the following situations:

  • With your consent and knowledge, for support reasons. If xD Bio accesses a private repository for support reasons, we will only do so with the owner’s consent and knowledge.
  • When access is required for security reasons.

You may choose to enable additional access to your private repositories. For example:

  • You may grant a third-party application authorization to use, access, and disclose the contents of your unpublished content and private repositories. Your use of third-party applications is at your sole risk; xD Bio is not liable for disclosures to third parties that you authorize to access a private repository.

4. Exclusions.

If we have reason to believe the contents of a private repository are in violation of the law or of these Terms, we have the right to access, review, and remove them. Additionally, we may be compelled by law to disclose the contents of your private repositories.

F. Copyright Infringement and DMCA Policy

If you believe that content on our website violates your copyright, please contact us by emailing [info@xdbio.com.](mailto: info@xdbio.com) There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.

We will terminate the accounts of repeat infringers of this policy.

G. Intellectual Property Notice

Summary: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

1. xD Bio's Rights to Content

xD Bio and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © xD Bio, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from xD Bio.

2. xD Bio Trademarks and Logos

xD Bio's logos and trademarks (including Truwl) must only be used to represent xD Bio and Truwl and should not be used to represent your products.

3. License to Truwl Policies

This Agreement is licensed under this Creative Commons Zero license.

H. API Terms

Summary: You agree to these Terms of Service, plus this Section H, when using any of xD Bio's APIs (Application Programming Interface), including use of the API through a third party product that accesses Truwl.

No Abuse or Overuse of the API

Abuse or excessively frequent requests to xD Bio's products via the API (including Truwl.com and biodrafter.com) may result in the temporary or permanent suspension of your account's access to the APIx. xD Bio, in our sole discretion, will determine abuse or excessive usage of the APIs. We will make a reasonable attempt to warn you via email prior to suspension.

You may not share API tokens to exceed xD Bio's rate limitations.

You may not use the API to download data or Content from Truwl or other xD Bio APIs for spamming purposes, including for the purposes of selling Truwl users' personal information, such as to recruiters, headhunters, and job boards.

All use of xD Bio's APIs is subject to these Terms of Service and the xD Bio Privacy Statement.

xD Bio may offer subscription-based access to our API for those Users who require high-throughput access or access that would result in resale of xD Bio's Service.

I. Advertising on Truwl

Summary: We do not generally prohibit use of Truwl for advertising. However,  advertising is not a primary purpose of Truwl and we expect our users to follow certain limitations.

1. Truwl Content

We offer the ability to browse User generated content as a showcase for personal and organizational projects. Some monetization efforts are permitted on Truwl, such as crowdfunding links, and requests for consulting agreements.

2. Spamming and Inappropriate Use of Truwl

Advertising Content, like all Content, must not violate the law or these Terms of Use, for example through excessive bulk activity such as spamming. We reserve the right to remove any advertisements that, in our sole discretion, violate any xD Bio terms or policies.

J. Payment

Summary: You are responsible for any fees associated with your use of Truwl. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.

1. Pricing

Our pricing and payment terms will be made available when they are determined. If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.

2. Upgrades, Downgrades, and Changes

  • We will immediately bill you when you upgrade from the free plan to any paying plan.
  • If you change from a monthly billing plan to a yearly billing plan, xD Bio will bill you for a full year at the next monthly billing date.
  • If you upgrade to a higher level of service, we will bill you for the upgraded plan immediately.
  • You may change your level of service at any time by choosing a plan option or going into your Billing settings. If you choose to downgrade your account, you may lose access to Content, features, or capacity of your account.

3. Billing Schedule; No Refunds

  • For monthly or yearly payment plans, the Service is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open account; however, the service will remain active for the length of the paid billing period.
  • In order to treat everyone equally, no exceptions will be made.

4. Authorization

By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for xD Bio.

5. Responsibility for Payment

You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay xD Bio any charge incurred in connection with your use of the Service. If you dispute the matter, contact xD Bio. You are responsible for providing us with a valid means of payment for paid accounts. Free accounts are not required to provide payment information.

K. Cancellation and Termination

Summary: You may close your account at any time. If you do, we'll treat your information responsibly.

1. Account Cancellation

It is your responsibility to properly cancel your account with xD Bio. You can cancel your account at any time by going into your Settings.

2. Upon Cancellation

We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and Your Content that is not integrated with other User's content within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your account is cancelled.

We will not delete Content that you have contributed to projects belonging to other Users other that other Users have referenced in their content.

Upon request, we will make a reasonable effort to provide an account owner with a copy of your lawful, non-infringing account contents after account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.

3. xD Bio May Terminate

xD Bio has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. xD Bio reserves the right to refuse service to anyone for any reason at any time.

4. Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

L. Communications with xD Bio

Summary: We use email and other electronic means to stay in touch with our users.

1. Electronic Communication Required

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

2. Legal Notice to xD Bio Must Be in Writing

Communications made through email or other electronic means will not constitute legal notice to xD Bio or any of its officers, employees, agents or representatives in any situation where notice to xD Bio is required by contract or any law or regulation. Legal notice to xD Bio must be in writing.

3. No Phone Support

xD Bio only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.

M. Disclaimer of Warranties

Summary: _We provide our service as is, and we make no promises or guarantees about this service. _

xD Bio provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

xD Bio does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

N. Limitation of Liability

Summary: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

  • the use, disclosure, or display of your User-Generated Content;
  • your use or inability to use the Service;
  • any modification, price change, suspension or discontinuance of the Service;
  • the Service generally or the software or systems that make the Service available;
  • unauthorized access to or alterations of your transmissions or data;
  • statements or conduct of any third party on the Service;
  • any other user interactions that you input or receive through your use of the Service; or
  • any other matter relating to the Service.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

O. Release and Indemnification

Summary: You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.

If you have a dispute with one or more Users, you agree to release xD Bio from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that xD Bio (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases xD Bio of all liability); and (3) provides to you all reasonable assistance, at your expense.

P. Changes to These Terms

Summary: While we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

Q. Miscellaneous

1. Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and xD Bio and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of Montan, without regard to conflict of law provisions. You and xD Bio agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of Kalispell, Montana.

2. Non-Assignability

xD Bio may assign or delegate these Terms of Service and/or the xD Bio Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.

3. Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

4. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of xD Bio to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

5. Amendments; Complete Agreement

This Agreement may only be modified by a written amendment signed by an authorized representative of xD Bio, or by the posting by xD Bio of a revised version in accordance with Section P. Changes to These Terms. These Terms of Service, together with the xD Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and xD Bio relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.

6. Questions

Questions about the Terms of Service? Contact us.