IMPORTANT – PLEASE READ CAREFULLY
Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below:
Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between doubleTwist Corporation and You, as a user, for the use of the doubleTwist Software. You must enter into this Agreement by clicking on the ACCEPT button in order to install and use the doubleTwist Software. You hereby agree and acknowledge that this Agreement covers all of Your use of doubleTwist Software, whether it be from this installation or from any other terminals where doubleTwist Software has been installed, by You or by third parties. Furthermore, by installing and continuing to use the doubleTwist Software You agree to be bound by the terms of this Agreement and any new versions hereof.
Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by doubleTwist Corporation to show Your approval of any of the foregoing texts and/or to download and install the doubleTwist Software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the doubleTwist Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction's Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are in such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the doubleTwist Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, You may not enter into this Agreement and You may not download, install or use the doubleTwist Software. By entering into this Agreement You explicitly state that You have verified that Your use of the doubleTwist Software is allowed in Your jurisdiction.
Article 1 Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with doubleTwist Corporation. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.4 Documentation: any online or otherwise enclosed documentation provided by doubleTwist Corporation.
1.5 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.
1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the doubleTwist Software, the Documentation, the doubleTwist Website or the doubleTwist Promotional Materials.
1.7 Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account;
1.8 doubleTwist: refers to the company established under the laws of Cayman Islands, doubleTwist Corporation, with its address at PO Box 309GT, M&C Corporate Services Limited, Ugland House, South Church St, George Town, Grand Cayman, Cayman Islands
1.10 doubleTwist Online Material: the doubleTwist banner and widgets available for download on the doubleTwist Website, consisting of a doubleTwist logo and a link to the doubleTwist Website.
1.11 doubleTwist Promotional Materials: any and all trademarks, names, signs, logos, banners, doubleTwist Online Material and any other materials, in whatever form, owned and/or used by doubleTwist for the promotion of its company, its products and activities.
1.12 doubleTwist Software: the software distributed by doubleTwist for internet digital media applications, including without limitation doubleTwist Setup application, doubleTwist desktop application, Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.13 doubleTwist Staff: the officers, directors, employees and agents of doubleTwist or its Affiliates, or any other persons hired by doubleTwist or its Affiliates.
1.14 doubleTwist Website: any and all elements, contents and the ‘look and feel' of the website available under the URL www.doubletwist.com, – among other URL's –, from which website the doubleTwist Software can be downloaded.
1.15 Terms of Service: means the agreement between doubleTwist and You for the use of the service;
1.16 Account: refers to the account with User ID and Password that You create for Your use of the doubleTwist Software;
1.17 User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account;
1.18 Premium Service: means the subscription services provided under the Terms of Service
1.19 You: you, the end user of the doubleTwist Software, also used in the form Your where applicable.
Article 2 License and Restrictions
2.1 License. Subject to the terms of this Agreement, doubleTwist hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the doubleTwist Software on Your computer, phone or PDA for the sole purpose of personally using the internet digital media applications provided by doubleTwist and any other applications that may be explicitly provided by doubleTwist. For the avoidance of doubt, You are allowed to use the doubleTwist Software at work, in accordance with the terms of this Agreement.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the doubleTwist Software or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the doubleTwist Software or any part thereof.
2.4 Third Parties. You acknowledge and agree that the doubleTwist Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the doubleTwist Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the doubleTwist Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with doubleTwist or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to doubleTwist or its Affiliates to enforce any of your rights.
2.5 New Versions of the doubleTwist Software. doubleTwist, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the doubleTwist Software. You acknowledge and agree that doubleTwist has no obligation to make available to You any subsequent versions of the doubleTwist Software, nor any obligation to continue to support prior versions. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the doubleTwist Software. Furthermore, You acknowledge and agree that doubleTwist, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the doubleTwist Software, and/or disable any doubleTwist Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, in doubleTwist's opinion, are considred to be in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.doubletwist.com/dt/Legal/Etiquette.dt, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. doubleTwist will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the doubleTwist Software and (2) by the suspension or termination of the license or this Agreement by doubleTwist and/or by You.
2.6 Paid Services. This Agreement applies to downloading, installing and using the doubleTwist Software, free of charge. The use of any subscription services which may be offered by doubleTwist or its Affiliates, is subject to the additional Terms of Service that are published on the doubleTwist Website.
Article 3 Definitions to License Restrictions and Additional Terms
3.1 Distribution of doubleTwist Software. You are not allowed to distribute the doubleTwist Software under this Agreement.
3.2 Any other Exceptions. If You are interested in doing anything other than what is permitted under this Agreement or by the Distribution Terms, You will have to obtain doubleTwist's previous written consent and explicitly agree upon any further (commercial) terms.
3.3 doubleTwist Promotional Materials. Nothing in this Agreement will give You any right to use the doubleTwist Promotional Materials.
Article 4 Confidentiality and Privacy
4.1 doubleTwist's Confidential Information. You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding doubleTwist, its Affiliates, the doubleTwist Staff, the doubleTwist Software and the IP Rights.
4.2 Your Confidential Information and Your Privacy. doubleTwist is committed to respecting Your privacy and the confidentiality of Your personal data. The Privacy Policy that is published on the doubleTwist Website at www.doubletwist.com/dt/Legal/Privacy.dt applies to the use of Your personal data, the traffic data as well as the content contained in Your communication(s). We do not sell or rent Your personal information to third parties for their marketing purposes without Your explicit consent and we use Your information only as described in the Privacy Policy. We store and process Your information on computers that may be located outside Your country that are protected by physical as well as technological security devices. You can access and modify the information You provide in accordance with the Privacy Policy. If You object to Your information being transferred or used in this way please do not use our services.
Article 5 Communication content
5.1 The following restrictions and conditions apply specifically to your use of Communications Content on the doubleTwist Website and Services.
A. You may use the doubleTwist website and Services for your information and personal use as intended through the normal functionality of the doubleTwist Service;
B. You agree to not engage in the use, copying, or distribution of any copyrighted Communications Content beyond allowable fair use including any use, copying, or distribution of Communications Content obtained through the doubleTwist Website and/or Services for any commercial purposes.
C. You agree not to circumvent, disable or otherwise interfere with security-related features of the doubleTwist Website and/or Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the doubleTwist Website and/or Services, and the Communications Content made available by use of the Website and/or Services.
D. You understand that when using the doubleTwist Website, you will be exposed to Communications Content from a variety of sources, and that doubleTwist is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Communications Content. You further understand and acknowledge that, despite the terms of our End User License Agreement and Terms of Service, you may be exposed to Communications Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against doubleTwist with respect thereto, and agree to indemnify and hold doubleTwist, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site and services.
E. Certain content that appears in this application comes from Amazon Services LLC or its affiliate. This content is provided 'AS IS' and is subject to change or removal at any time.
Article 6 IP Rights
6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the doubleTwist Software are and shall remain the exclusive property of doubleTwist and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the doubleTwist Software, but may be accessed through use of the doubleTwist Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
6.2 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or doubleTwist's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
Article 7 Communication and Your Use of the doubleTwist Software
7.1 Communication. Installing doubleTwist Software enables You to communicate with other doubleTwist Software users.
7.2 No Warranties. doubleTwist cannot guarantee that You will always be able to communicate with other doubleTwist Software users, nor can doubleTwist guarantee that You can communicate without disruptions, delays or communication-related flaws or that all Your communication shall always be delivered to other doubleTwist Software users. doubleTwist will not be liable for any such disruptions, delays or other omissions in any communication experienced when using doubleTwist Software.
7.3 No Responsibility of Content. You acknowledge and understand that the content of the communication spread by the use of the doubleTwist Software is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. doubleTwist will not be liable for any type of communication spread by means of the doubleTwist Software.
7.4 Lawful purposes. You acknowledge and agree to use the doubleTwist Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the doubleTwist Software or communications carried by the doubleTwist Software (c) send any unsolicited commercial communication not permitted by applicable law, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.
Article 8 Term and (Consequences of) Termination
8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either doubleTwist or You as set forth below.
8.2 Termination by doubleTwist. Without limiting other remedies, doubleTwist may limit, suspend, or terminate this license and Your use of doubleTwist Software, prohibit access to the doubleTwist Website and delete Your User Account and/or User ID, with immediate effect, if we think that You are : in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.doubletwist.com/dt/Legal/Etiquette.dt, infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. doubleTwist shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to the respective User Account. We reserve the right to cancel User Accounts that have been inactive for more than one (1) year.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the doubleTwist Software shall terminate, and (b) will cease any and all use of the doubleTwist Software, and (c) will remove the doubleTwist Software from all hard drives, networks and other storage media and destroy all copies of the doubleTwist Software in Your possession or under Your control.
8.5 No liability. doubleTwist will not be liable in respect to any damage caused by the termination of this Agreement.
Article 9 Your Representations and Warranties; Indemnification of doubleTwist
9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the doubleTwist Software.
9.2 Indemnification. You agree to indemnify, defend and hold harmless doubleTwist, Affiliates and the doubleTwist Staff from and against any and all liability and costs, including reasonable attorneys' fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the doubleTwist Software, or (d) communication spread by means of the doubleTwist Software.
9.3 Export Restrictions. You acknowledge that the doubleTwist Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the doubleTwist Software as well as end-user, end-use and destination restrictions issued by national governments.
Article 10 Disclaimer of Warranties
10.1 No Warranties. THE DOUBLETWIST SOFTWARE IS PROVIDED AS IS WITH NO WARRANTIES WHATSOEVER; DOUBLETWIST DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE DOUBLETWIST SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. DOUBLETWIST FURTHER DOES NOT REPRESENT OR WARRANT THAT THE DOUBLETWIST SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES DOUBLETWIST WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, TO OR FROM ANY MOBILE DEVICE OR NETWORK OR ANY QUALITY OF ANY COMMUNICATION MADE USING THE DOUBLETWIST SOFTWARE.
10.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the doubleTwist Software remains with You, to the maximum extent permitted by law.
10.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
Article 11 Limitation of Liability
11.1 No Liability. The doubleTwist Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT DOUBLETWIST, ITS AFFILIATES, ITS LICENSORS AND THE DOUBLETWIST STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE DOUBLETWIST SOFTWARE, AS SET FORTH BELOW.
11.2 Limitation of Liability. IN NO EVENT SHALL DOUBLETWIST, ITS AFFILIATES, ITS LICENSORS OR THE DOUBLETWIST STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE DOUBLETWIST SOFTWARE, EVEN IF DOUBLETWIST, ITS AFFILIATES OR THE DOUBLETWIST STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE DOUBLETWIST SOFTWARE IS TO DEINSTALL AND CEASE USE OF SUCH DOUBLETWIST SOFTWARE.
11.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
Article 12 General Provisions
12.1 New versions of the Agreement. doubleTwist reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the doubleTwist Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You, though you can expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the doubleTwist Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.doubletwist.com/dt/Legal/EULA.dt. doubleTwist reserves the right to make changes to this Agreement from time to time.
12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and doubleTwist with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver. The failure of doubleTwist at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by doubleTwist.
12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by doubleTwist. doubleTwist is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any conflict of laws or provisions whether contained in California law or the laws of your current state or country of residence.
12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts located within the State of California.
12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE DOUBLETWIST SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO DOUBLETWIST THE RIGHTS SET FORTH HEREIN.
Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below:
Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between doubleTwist Corporation and You, as a user, for the use of the doubleTwist Software. You must enter into this Agreement by clicking on the ACCEPT button in order to install and use the doubleTwist Software. You hereby agree and acknowledge that this Agreement covers all of Your use of doubleTwist Software, whether it be from this installation or from any other terminals where doubleTwist Software has been installed, by You or by third parties. Furthermore, by installing and continuing to use the doubleTwist Software You agree to be bound by the terms of this Agreement and any new versions hereof.
Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by doubleTwist Corporation to show Your approval of any of the foregoing texts and/or to download and install the doubleTwist Software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the doubleTwist Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction's Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are in such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the doubleTwist Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, You may not enter into this Agreement and You may not download, install or use the doubleTwist Software. By entering into this Agreement You explicitly state that You have verified that Your use of the doubleTwist Software is allowed in Your jurisdiction.
Article 1 Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with doubleTwist Corporation. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.4 Documentation: any online or otherwise enclosed documentation provided by doubleTwist Corporation.
1.5 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.
1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the doubleTwist Software, the Documentation, the doubleTwist Website or the doubleTwist Promotional Materials.
1.7 Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account;
1.8 doubleTwist: refers to the company established under the laws of Cayman Islands, doubleTwist Corporation, with its address at PO Box 309GT, M&C Corporate Services Limited, Ugland House, South Church St, George Town, Grand Cayman, Cayman Islands
1.10 doubleTwist Online Material: the doubleTwist banner and widgets available for download on the doubleTwist Website, consisting of a doubleTwist logo and a link to the doubleTwist Website.
1.11 doubleTwist Promotional Materials: any and all trademarks, names, signs, logos, banners, doubleTwist Online Material and any other materials, in whatever form, owned and/or used by doubleTwist for the promotion of its company, its products and activities.
1.12 doubleTwist Software: the software distributed by doubleTwist for internet digital media applications, including without limitation doubleTwist Setup application, doubleTwist desktop application, Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.13 doubleTwist Staff: the officers, directors, employees and agents of doubleTwist or its Affiliates, or any other persons hired by doubleTwist or its Affiliates.
1.14 doubleTwist Website: any and all elements, contents and the ‘look and feel' of the website available under the URL www.doubletwist.com, – among other URL's –, from which website the doubleTwist Software can be downloaded.
1.15 Terms of Service: means the agreement between doubleTwist and You for the use of the service;
1.16 Account: refers to the account with User ID and Password that You create for Your use of the doubleTwist Software;
1.17 User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account;
1.18 Premium Service: means the subscription services provided under the Terms of Service
1.19 You: you, the end user of the doubleTwist Software, also used in the form Your where applicable.
Article 2 License and Restrictions
2.1 License. Subject to the terms of this Agreement, doubleTwist hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the doubleTwist Software on Your computer, phone or PDA for the sole purpose of personally using the internet digital media applications provided by doubleTwist and any other applications that may be explicitly provided by doubleTwist. For the avoidance of doubt, You are allowed to use the doubleTwist Software at work, in accordance with the terms of this Agreement.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the doubleTwist Software or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the doubleTwist Software or any part thereof.
2.4 Third Parties. You acknowledge and agree that the doubleTwist Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the doubleTwist Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the doubleTwist Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with doubleTwist or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to doubleTwist or its Affiliates to enforce any of your rights.
2.5 New Versions of the doubleTwist Software. doubleTwist, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the doubleTwist Software. You acknowledge and agree that doubleTwist has no obligation to make available to You any subsequent versions of the doubleTwist Software, nor any obligation to continue to support prior versions. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the doubleTwist Software. Furthermore, You acknowledge and agree that doubleTwist, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the doubleTwist Software, and/or disable any doubleTwist Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, in doubleTwist's opinion, are considred to be in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.doubletwist.com/dt/Legal/Etiquette.dt, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. doubleTwist will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the doubleTwist Software and (2) by the suspension or termination of the license or this Agreement by doubleTwist and/or by You.
2.6 Paid Services. This Agreement applies to downloading, installing and using the doubleTwist Software, free of charge. The use of any subscription services which may be offered by doubleTwist or its Affiliates, is subject to the additional Terms of Service that are published on the doubleTwist Website.
Article 3 Definitions to License Restrictions and Additional Terms
3.1 Distribution of doubleTwist Software. You are not allowed to distribute the doubleTwist Software under this Agreement.
3.2 Any other Exceptions. If You are interested in doing anything other than what is permitted under this Agreement or by the Distribution Terms, You will have to obtain doubleTwist's previous written consent and explicitly agree upon any further (commercial) terms.
3.3 doubleTwist Promotional Materials. Nothing in this Agreement will give You any right to use the doubleTwist Promotional Materials.
Article 4 Confidentiality and Privacy
4.1 doubleTwist's Confidential Information. You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding doubleTwist, its Affiliates, the doubleTwist Staff, the doubleTwist Software and the IP Rights.
4.2 Your Confidential Information and Your Privacy. doubleTwist is committed to respecting Your privacy and the confidentiality of Your personal data. The Privacy Policy that is published on the doubleTwist Website at www.doubletwist.com/dt/Legal/Privacy.dt applies to the use of Your personal data, the traffic data as well as the content contained in Your communication(s). We do not sell or rent Your personal information to third parties for their marketing purposes without Your explicit consent and we use Your information only as described in the Privacy Policy. We store and process Your information on computers that may be located outside Your country that are protected by physical as well as technological security devices. You can access and modify the information You provide in accordance with the Privacy Policy. If You object to Your information being transferred or used in this way please do not use our services.
Article 5 Communication content
5.1 The following restrictions and conditions apply specifically to your use of Communications Content on the doubleTwist Website and Services.
A. You may use the doubleTwist website and Services for your information and personal use as intended through the normal functionality of the doubleTwist Service;
B. You agree to not engage in the use, copying, or distribution of any copyrighted Communications Content beyond allowable fair use including any use, copying, or distribution of Communications Content obtained through the doubleTwist Website and/or Services for any commercial purposes.
C. You agree not to circumvent, disable or otherwise interfere with security-related features of the doubleTwist Website and/or Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the doubleTwist Website and/or Services, and the Communications Content made available by use of the Website and/or Services.
D. You understand that when using the doubleTwist Website, you will be exposed to Communications Content from a variety of sources, and that doubleTwist is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Communications Content. You further understand and acknowledge that, despite the terms of our End User License Agreement and Terms of Service, you may be exposed to Communications Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against doubleTwist with respect thereto, and agree to indemnify and hold doubleTwist, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site and services.
E. Certain content that appears in this application comes from Amazon Services LLC or its affiliate. This content is provided 'AS IS' and is subject to change or removal at any time.
Article 6 IP Rights
6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the doubleTwist Software are and shall remain the exclusive property of doubleTwist and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the doubleTwist Software, but may be accessed through use of the doubleTwist Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
6.2 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or doubleTwist's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
Article 7 Communication and Your Use of the doubleTwist Software
7.1 Communication. Installing doubleTwist Software enables You to communicate with other doubleTwist Software users.
7.2 No Warranties. doubleTwist cannot guarantee that You will always be able to communicate with other doubleTwist Software users, nor can doubleTwist guarantee that You can communicate without disruptions, delays or communication-related flaws or that all Your communication shall always be delivered to other doubleTwist Software users. doubleTwist will not be liable for any such disruptions, delays or other omissions in any communication experienced when using doubleTwist Software.
7.3 No Responsibility of Content. You acknowledge and understand that the content of the communication spread by the use of the doubleTwist Software is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. doubleTwist will not be liable for any type of communication spread by means of the doubleTwist Software.
7.4 Lawful purposes. You acknowledge and agree to use the doubleTwist Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the doubleTwist Software or communications carried by the doubleTwist Software (c) send any unsolicited commercial communication not permitted by applicable law, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.
Article 8 Term and (Consequences of) Termination
8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either doubleTwist or You as set forth below.
8.2 Termination by doubleTwist. Without limiting other remedies, doubleTwist may limit, suspend, or terminate this license and Your use of doubleTwist Software, prohibit access to the doubleTwist Website and delete Your User Account and/or User ID, with immediate effect, if we think that You are : in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.doubletwist.com/dt/Legal/Etiquette.dt, infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. doubleTwist shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to the respective User Account. We reserve the right to cancel User Accounts that have been inactive for more than one (1) year.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the doubleTwist Software shall terminate, and (b) will cease any and all use of the doubleTwist Software, and (c) will remove the doubleTwist Software from all hard drives, networks and other storage media and destroy all copies of the doubleTwist Software in Your possession or under Your control.
8.5 No liability. doubleTwist will not be liable in respect to any damage caused by the termination of this Agreement.
Article 9 Your Representations and Warranties; Indemnification of doubleTwist
9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the doubleTwist Software.
9.2 Indemnification. You agree to indemnify, defend and hold harmless doubleTwist, Affiliates and the doubleTwist Staff from and against any and all liability and costs, including reasonable attorneys' fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the doubleTwist Software, or (d) communication spread by means of the doubleTwist Software.
9.3 Export Restrictions. You acknowledge that the doubleTwist Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the doubleTwist Software as well as end-user, end-use and destination restrictions issued by national governments.
Article 10 Disclaimer of Warranties
10.1 No Warranties. THE DOUBLETWIST SOFTWARE IS PROVIDED AS IS WITH NO WARRANTIES WHATSOEVER; DOUBLETWIST DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE DOUBLETWIST SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. DOUBLETWIST FURTHER DOES NOT REPRESENT OR WARRANT THAT THE DOUBLETWIST SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES DOUBLETWIST WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, TO OR FROM ANY MOBILE DEVICE OR NETWORK OR ANY QUALITY OF ANY COMMUNICATION MADE USING THE DOUBLETWIST SOFTWARE.
10.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the doubleTwist Software remains with You, to the maximum extent permitted by law.
10.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
Article 11 Limitation of Liability
11.1 No Liability. The doubleTwist Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT DOUBLETWIST, ITS AFFILIATES, ITS LICENSORS AND THE DOUBLETWIST STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE DOUBLETWIST SOFTWARE, AS SET FORTH BELOW.
11.2 Limitation of Liability. IN NO EVENT SHALL DOUBLETWIST, ITS AFFILIATES, ITS LICENSORS OR THE DOUBLETWIST STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE DOUBLETWIST SOFTWARE, EVEN IF DOUBLETWIST, ITS AFFILIATES OR THE DOUBLETWIST STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE DOUBLETWIST SOFTWARE IS TO DEINSTALL AND CEASE USE OF SUCH DOUBLETWIST SOFTWARE.
11.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
Article 12 General Provisions
12.1 New versions of the Agreement. doubleTwist reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the doubleTwist Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You, though you can expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the doubleTwist Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.doubletwist.com/dt/Legal/EULA.dt. doubleTwist reserves the right to make changes to this Agreement from time to time.
12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and doubleTwist with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver. The failure of doubleTwist at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by doubleTwist.
12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by doubleTwist. doubleTwist is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any conflict of laws or provisions whether contained in California law or the laws of your current state or country of residence.
12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts located within the State of California.
12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE DOUBLETWIST SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO DOUBLETWIST THE RIGHTS SET FORTH HEREIN.