TLS USER TERMS OF USE
Last updated: 09 March 2017
The following describes the terms applicable to the use of the Transparency Life Sciences website (the “Site”). Your use of the Site forms a legally binding contract with Transparency Life Sciences, LLC (“Transparency” or “TLS”) based on these Terms of Use. If you have registered as a TLS User (which is part of the standard Site registration) or have accepted them as a guest, you will be bound to these Terms of Use and the TLS Privacy Policy as well as additional terms in any applicable TLS User Agreement and TLS Protocol Builder Agreement and any applicable Services Schedules. PLEASE READ THE FOLLOWING CAREFULLY. By accessing and using the Site, you accept and agree to be bound by these Terms of Use and to use the Services in compliance with these Terms of Use. If you do not accept these Terms of Use, please do not use the Site. Transparency may revise these Terms of Use at any time by posting an updated version to this Web page.
PARTS OF THIS SITE ARE ALSO SUBJECT TO THE GOOGLE DOCUMENTS & AMAZON WEB SERVICES CUSTOMER AGREEMENTS.
1. The Site. This Site provides a service ("Service(s)") whereby users ("Researchers" or “Patients,” collectively “Users”) respond to problems (referred to as “TLS Protocol Builder Statements”) that relate to protocol areas in TLS’s development projects, and may be offered a payment amount (an "Award") for proposed solutions (“Proposed Solutions”) submitted by TLS users for a specific TLS Protocol Builder Statement via the Site, which the TLS Project Manager, in his or her sole discretion, deems acceptable ("Accepted Solutions") based upon the structure of the challenge. Each TLS Protocol Builder has differing levels of difficulty, and different requirements for information supplied from TLS Users. Some TLS Protocol Builder Statements only request limited information from TLS Users, but others contain detailed confidential criteria required for Accepted Solutions, such criteria located in password-protected areas of the Site (“Secure Session”).
Transparency desires to make your use of this Site enjoyable, and will endeavor to keep postings related to the results of Proposed Solutions and Awards as current as possible. However, Transparency does not guarantee that the postings or content on this Site will be current at all times. Furthermore you understand that you may create a Proposed Solution for a TLS Protocol Builder Statement that may have a recently Accepted Solution, for which the Award has already been earned, and/or for which Transparency has not yet updated the Site to reflect such credit or payment.
2. Eligibility. The Site is not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. If you do not qualify, please do not use the Site. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens, you may not use this Site. Employees, Consultants, and Agents of Transparency and their immediately family members are not eligible for Awards.
3. TLS User Registration. To be eligible to solve TLS Protocol Builder Statements (as further described below) and access information in the Secure Sessions, you must accept these terms and agree to the additional terms and conditions set forth in the Challenge-Specific TLS User Agreement that may be applicable to individual TLS Protocol Builder Statements. You may cancel your registration at any time by contacting info@TransparencyLS.com. As part of the registration process, you will be asked to select a password and a login name. You agree that your registration information at all times correctly represents your professional affiliation, experience, qualifications and ability to transact business. You are prohibited to use a login name of another TLS User. You may not disclose or share your password to any third parties or use your password for any unauthorized purposes. You agree to notify Transparency at info@TransparencyLS.com of any unauthorized use of your account or breach of security, including loss, theft, or unauthorized disclosure of your password or login information.You are responsible for maintaining the confidentiality of your password(s).
4. Others’ Information. Transparency does not guarantee the accuracy of the Site or ownership of any information in a TLS Protocol Builder Statement or the availability of any Award, unless otherwise stated in writing in a TLS Protocol Builder Statement. While Transparency believes such information to be posted in good faith, Transparency does not control the information provided by others that is made available through the Site. Other user’s information may be inaccurate. Transparency makes no representations about the suitability of such information for any purpose. You agree to look solely to the TLS Project Manager for any claims you may have regarding any information provided in a TLS Protocol Builder Statement. If you have a dispute with another user of the Services, you hereby release Transparency from all claims of any kind arising out of such dispute. If you are a California resident, you waive California Civil Code, Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
5. Your Information. You may have the opportunity to communicate with other users. Any information you provide to Transparency or other users during your registration or use of the Services, in any public message area, through any mail feature, or otherwise generated out of your use of the Services, is subject to the following:
a. Your Content. You are solely responsible for the content of your information, postings, or Proposed Solutions. Transparency acts merely as a conduit for the distribution and/or publication of that information. Transparency reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion if Transparency believes information is inappropriate for the Site or the Services, may create liability for Transparency, or may cause Transparency to lose (in whole or in part) the services of its Internet service provider, advertisers, or other suppliers. You agree that your information will be accurate and will not: (a) infringe any copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), (c) be libelous, unlawfully threatening, or unlawfully harassing, or (d) include any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties. You may be asked to make legally binding warranties and representations to TLS in relation to a Proposed Solution that you submit. Transparency reserves the right to refuse service or terminate your registration as a TLS User in its sole discretion and without notice.
b. Privacy. Transparency will only use your information in accordance with its Privacy Policy as posted on the Site at http://transparencyls.com/privacy-copyright-policy, which is expressly incorporated as a term of these Terms of Use. Please also be aware that your Proposed Solution may not be acknowledged and will not be received or held "in confidence." Unless otherwise expressly stated herein or in Transparency’s Privacy Policy, you agree that any submission provided by you in connection with your use of the Service, including without limitation a Proposed Solution, is provided on a non-proprietary and non-confidential basis. Your submission of a Proposed Solution does not create a confidential relationship or obligation of secrecy between you and any of the entities involved in the use of the TLS Protocol Builder, unless agreed to in writing in advance of your submission.
6. Additional Conditions Regarding Proposed Solutions. If you submit a Proposed Solution in response to a TLS Protocol Builder Statement, you represent and warrant that you are the owner of the submitted Proposed Solution and that you are legally free to make the disclosure and to convey the intellectual property rights being offered to TLS. You also agree that your Proposed Solution is subject to the additional terms and conditions in any applicable TLS User Agreement or any other applicable agreement.
7. Payment of Awards. Payment of Awards will be handled in accordance with the terms set forth in the TLS Protocol Builder Statement and/or its applicable TLS User Agreement. The conditions for qualifying for a particular Award shall be as set forth on the Site in connection with that particular TLS Protocol Builder Statement and Award and may include a list of excluded solutions. The decision as to qualifying criteria and conditions and whether to accept a Proposed Solution and grant an Award is entirely within the discretion of TLS.
8. Ownership and Limited License.
(a) Transparency shall retain all ownership in the Site and all content displays on the Site. Transparency grants you a nonexclusive, revocable right to use the Site provided that you do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Site in any manner or form except that you have the right to modify your self-generated content on the Site. The license granted to you by Transparency is a limited license to access and make personal use of this Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Transparency. Except as set forth in Section 8(b) of these Terms of Use, this license does not include: any copying or distribution, resale or commercial use of this Site or its contents; any collection and use of any TLS Protocol Builder Statement listings, descriptions, or Awards; any derivative use of this Site or its contents; any downloading or copying of TLS Protocol Builder Statement information for the use or benefit of another; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Transparency. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including TLS Protocol Builder Statement descriptions, images, text, page layout, or form) of Transparency without the express written consent of Transparency. You may not use any meta tags or any other "hidden text" utilizing Transparency's name or trademarks without the express written consent of Transparency. You may not use the Site in such a manner that threatens the integrity, security, performance, or availability of the Site. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Transparency.com so long as the link does not portray Transparency, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Transparency logo or other proprietary graphic or trademark as part of the link without the express written permission of Transparency. Any unauthorized use may terminate the permission or license granted by Transparency.
(b) You understand and agree that by submitting a Proposed Solution to any area of the Site, you automatically grant (and you represent and warrant that you have the right to grant): (i) to TLS: (a) a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive right and license to make, use, sell, reproduce and distribute your Proposed Solution, as permitted by you through your interactions on the Site, (b) the perpetual and irrevocable right to delete any or all of your Proposed Solution and User Information from TLS owned, controlled or used servers and from the Site, for any reason or no reason, whether intentional or unintentional, and, without any liability of any kind to you or any other party; and (c) a royalty-free, fully paid-up, perpetual, irrevocable, non-exclusive right and license to copy, analyze and use any of your Proposed Solutions as TLS may deem necessary or desirable for purposes of debugging, testing and/or providing support services in connection with the Services; and (ii) to other Users a limited license to access and use your Proposed Solutions for their own personal use, in connection with participating on the Site, during the duration of the evaluation and development of a TLS Protocol Builder Statement.
(c) You understand and agree that by submitting a Proposed Solution to any area of the Site, you automatically grant (and you represent and warrant that you have the right to grant) to TLS a right of first negotiation of an exclusive right and license to use, reproduce and distribute your Proposed Solution, as permitted by you through your interactions on the Site, including without limitation your full cooperation in filing of any patent applications to allow protection of such rights.
9. Compliance with Rules. You agree not to use any device, software or routine to interfere with the proper working of the Site or which is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. You agree not to take any action (including without limitation, spamming) that imposes an unreasonable load on our infrastructure. You agree not to take any actions which may undermine the integrity of our system or the Services, such as: leaving feedback or ratings for yourself; using the Site in violation of local, state, national or international law; or uploading of files or content that contain material that violates the intellectual property rights of any third party. You are solely responsible for compliance with all applicable laws and regulations regarding your use of the Services and the transfer of the technologies or information with which you are involved, including without limitation, import/export requirements, and Transparency expressly disclaims any liability or responsibility thereto.
You may not use the Site for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Transparency or others. Without limiting the foregoing, you may not (a) disassemble, decompile or reverse engineer any software available through the Site, except, and only to the extent, as expressly permitted by law or (b) attempt to gain unauthorized access to any portion of the Site or any other systems or networks connected to the Site by hacking or any other illegitimate means. Transparency reserves the right to limit or refuse access to the Site based on a user's noncompliance with the rules as set forth herein.
10. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, THE SERVICES ARE PROVIDED "AS IS". TRANSPARENCY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND INFRINGEMENT, RESPECTING THE SERVICES.
11. Limitation of Liability and Disclaimer. Transparency does not warrant or guarantee the accuracy or completeness of the Site, including user-generated any information or information provided by a third-party, any TLS Protocol Builder Statement. TRANSPARENCY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) YOU SUFFER OR INCUR AS A RESULT OF THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL TRANSPARENCY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES IN EXCESS OF $100 REGARDLESS OF THE CAUSE. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the foregoing limitation may not apply to you. You agree that you will be responsible for, and at Transparency’s request defend Transparency from, third party claims arising out of information you provide to Transparency for publication or any breach by you of these Terms of Use. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Service must be filed within one (1) year after such claim or cause of action accrues, or be forever barred. TRANSPARENCY DOES NOT WARRANT THAT THE SITE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRANSPARENCY OR THROUGH OR FROM THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
12. Harmful Substances; Site Not for Clinical Use. PLEASE NOTE THAT UNDERTAKING WORK RELATED TO TLS PROTOCOL BUILDER STATEMENTS POSTED ON THE SERVICE MAY REQUIRE THE USE OR SYNTHESIS OF BIOLOGICS OR CHEMICALS THAT COULD BE BACTERIALLY MUTAGENIC, TOXIC, CARCINOGENIC OR OTHERWISE HARMFUL TO YOU AND ANYONE ELSE THAT IS EXPOSED TO THEM, AND YOU UNDERTAKE THE CREATION OF SUCH PROPOSED SOLUTIONS AT YOUR OWN RISK.
Portions of the Site are subject to regulation by the FDA. The Services provided on the Site and any associated software applications are labeled “NOT FOR CLINICAL USE”. Neither the Site nor any software application thereon is an attempt to practice medicine or provide specific medical advice, and nothing made available on or through the Site should be used to make a diagnosis or to replace or overrule a qualified health care provider's judgment. You should not rely upon the Site or software application if you or anyone else might need medical treatment emergency or otherwise. We strongly encourage you to consult with a qualified health care professional for answers to personal questions.
13. Other Contracts and Confidentiality. You agree that you will not disclose to Transparency or its affiliates, any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. You agree that you will not discuss any confidential information of your own, other parties unless you are specifically working within the confines of a Confidential Room through the Site. All information in Secure Sessions shall be deemed “confidential information” for purposes of this Section 13.
14. Third-Party Web Site Links. The Site may contain links to Web sites operated by parties other than Transparency. Such links are provided for reference only and Transparency does not control such Web sites and is not responsible for the contents, privacy policies or practices of any third party websites. Transparency's inclusion of links to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators.
15. No Third Party Reliance. You agree that you will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of Transparency. These Terms of Use shall have no third party beneficiaries, other than certain Researchers in accordance with the terms of the applicable TLS User Agreement or TLS_BUILD or challenge-specific aAgreement. By using the Site, you expressly relieve Transparency from any and all liability arising from your use of any third-party Web site.
16. Copyright. All content included on this Site, such as text, graphics, logos, button icons, images, and audio clips, digital downloads, data compilations, and software, is the property of Transparency or its suppliers and protected by United States and international copyright laws. The compilation of all content on this Site is the exclusive property of Transparency and protected by U.S. and international copyright laws. All software used on this Site is the property of Transparency or its software suppliers and protected by United States and international copyright laws.
17. Indemnification. You agree to defend, indemnify and hold harmless Transparency, and its directors, employees, agents, independent contractors, service providers and consultants (collectively, the “TLS Parties”) from and against any third party claims, damages, loss, liability, costs and expenses, including reasonable attorney’s fees, arising out of your use of the Site and any interactive areas contained herein, including any actual or threatened suit, demand, or claim made against any of the TLS Parties arising out of or relating to your use of the Site, your submissions, your violation of these Terms of Use, or your violation of the rights of any third party. You also agree to indemnify the TLS Parties for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
18. Claim of Copyright Infringement Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, please provide the following information to Transparency:
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• Description of the copyrighted work that you claim has been infringed;
• Description of where the material that you claim is infringing is located on the Site;
• Your address, telephone number and email address;
• Statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• Statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
19. Miscellaneous. These Terms of Use shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts, United States of America (excluding any rules governing choice of laws) and any legal proceeding arising out of these Terms of Use will occur in Boston, Massachusetts. These Terms of Use will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. These Terms of Use (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Transparency and you with respect to the subject matter hereof, and you have not relied upon any promises or representations by Transparency with respect to the subject matter except as expressly set forth herein. You shall not assign these Terms of Use or assign or delegate any rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law. If any of the provisions of these Terms of Use shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining provision. The governing language of these Terms of Use, each TLS User Agreement or TLS_BUILD or any other agreement, and the Privacy Policy is English.
