Last updated: 09 March 2017
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.
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.
(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.
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.
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.
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.
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