Darwin Ecosystem, LLC., a company organized under the laws of the Minnesota, (hereinafter “Darwin” or “Darwin Ecosystem”) provides with each Subscription, as its purchased service to its Customers, (hereinafter “Subscriber(s)”) as well as those others users authorized by the Subscriber, (all of the foregoing hereinafter described as “Users”) access to a unique Darwin Awareness Edition Site (hereinafter "the Service"), subject to the following Terms of Service ("TOS"). These Terms of Service constitute the exclusive agreement between the Users and Darwin as well as the terms governing the providing of the Service by Darwin and the access and use of the Service by the Users superseding any prior agreements between the User and Darwin Ecosystem.
1. Service Offering
Darwin Ecosystem, LLC. provides access to its Software-as-a-Service (“SaaS”) Sites, each such Site is denominated a “Darwin Awareness Edition”. Each Darwin Awareness Edition, site, is a single URL in which a certain User or Users can set up a single list of sources to aggregate Web-Events from publically accessible or authorized Web sites. The Edition provides the Users an interface designed for rapid information awareness and consumption, supported by scanning, trending, filtering and alert features.
The specific details, features and functions of the service offering may be changed by Darwin Ecosystem as its service evolves over time. New features may be offered on an optional basis and may be separately priced.
By accessing the Service all Users agree and acknowledge to be bound by these TOS. If you do not wish to agree to these TOS, do not access the Site or use the Service.
3. Modifications of Terms of Service
Darwin Ecosystem reserves the right, at its sole discretion, to modify or replace these TOS at any time by posting an amended TOS on the Site. Use of the Site or the Service by any User following such modification constitutes acceptance of the terms and conditions of the TOS as modified. We recommend that you periodically check the Site for changes to the TOS.
4. Restrictions/Prohibited Uses
All Users agree that they will not: a. impersonate any person; b. violate any local, state, or national law either by accessing or in their use of the Site or the Service; c. harass any individual, group of individuals or any organization people through information gained by use of the Site or the Service; d. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or the Service; e. take any action or make use of the site in a manner that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or the Service f. use any robot, spider, other automatic device to monitor or copy any content on the Site or the Service.
Darwin provides the Service for the personal use of the individual or organization subscribing to the Service and the Subscriber’s permitted users. Accordingly, Users agree that they shall not lease, sell or resell to any individual or organization any access to, or use of, any portion of the Site or the Service.
A User may access a Darwin Awareness Edition without registering, but registration is required for Users to gain access to many of the aspects and features of the Service. Each User, registered or unregistered agrees to these Terms, by their use of, or access to, the Service regardless of whether the User accessing a Darwin Awareness Edition has, or has not, registered.
To register, a User must provide Darwin Ecosystem with certain information, including the User’s correct name, email address, and other information as specified in the registration form ("Registration Data"). By registering, and in consideration of the use of the Services, you represent and warrant that: (i) the Registration Data that you, as User, provide is true, accurate, current, and complete; (ii) you are at least 18 years of age; and (iii) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
Each User registering authorizes Darwin Ecosystem to confirm the truthfulness and accuracy of the Registration Data. If Users provide information that is untrue, inaccurate, not current or incomplete, or if Darwin has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Darwin Ecosystem has the right to suspend or terminate the subscription and deny such User(s) any and all current or future use of the Services, without credit or refund.
Each registering User is responsible for the security of their username(s) and password(s) and for compliance with these TOS in any use of their account to access or use the Service. Registered Users agree to notify Darwin promptly upon discovery of any unauthorized use of the password or account by contacting Darwin at email@example.com with the known details of the unauthorized use.
Use of the Services is void where prohibited. By using and/or viewing this site, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms and that you are not prohibited by law from using the Services.
6. User Responsibility/Conduct
Each User is responsible for his or her compliance in the use of the Site and the Service and the named/billed Subscriber is responsible for the conduct of all permitted Users.
7. Third Party Data and Materials
In the function of its Service, Darwin Ecosystem will provide links to and excerpts of data on third-party websites. Because Darwin Ecosystem has no control over such sites and resources, you acknowledge and agree that Darwin Ecosystem is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.
The content, presentation and legal compliance of any and all linked websites' content, business practices, privacy policies and the presence of inimical software programs or content are not under Darwin’s control, and the User agrees to the assumption of all risk and waives any and all claims against Darwin for risk or damage of any kind by viewing or accessing or any use or reliance upon excerpted data or opening any linked website or any link contained in a linked website. The inclusion or providing of any link by the Service does not imply any endorsement by, any affiliation with, the provider of that site and Darwin. In accessing the Site and the Service or following links to third-party websites a User may be exposed to content that can be considered offensive, inappropriate or illegal. It is the User’s and solely the User’s responsibility and obligation to choose what content the User wishes to not access or to avoid content that is potentially offensive or inappropriate.
8. Intellectual Property, Trademarks and Copyrights
Darwin original content included on the Site and the Service, such as text, graphics, logos, data compilations, APIs, software and excerpted information is the property of Darwin Ecosystem and its licensors and protected by United States and international copyright laws. Except as set out in these TOS, Darwin Ecosystem’s name, logo(s), and other Darwin Ecosystem names, products and service names are trademarks of Darwin Ecosystem. Use of these trademarks is expressly prohibited without written permission from Darwin Ecosystem.
Each User agrees to indemnify and hold harmless Darwin Ecosystem, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys - fees and cost) from any claim or demand made by any third party due to, or arising out of, the User’s or a Subscriber’s permitted Users access to the Site, use of the Service, violation of these TOS by the User, or the infringement by the User or Subscriber of any intellectual property or other right of any person or entity.
10. Disclaimer of Warranties
USE OF THE SITE AND THE SERVICE IS AT THE USER’S SOLE RISK. THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS", “WHERE IS” AND "AS AVAILABLE" BASIS. DARWIN ECOSYSTEM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT RELATED TO THE SITE OR THE SERVICE. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS DONE AT THE USER’S OWN DISCRETION AND RISK AND THE USER IS SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSS OF DATA OR EMAIL THAT RESULTS FROM THE USER’S USE OF THE SITE OR THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DARWIN ECOSYSTEM OR THROUGH OR FROM THE SITE OR THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO CERTAIN USERS. THIS WARRANTY GIVES USERS SPECIFIC LEGAL RIGHTS AND USERS MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
EACH USER AGREEs, SPECIFICALLY, TO comply with U.S. export laws and regulations in THEIR using OF the service and represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports. additionally the user agrees that it shall not use the service in violation of any U.S. export embargo, prohibition or restriction.
EACH USER further agrees and warrants that it will not use the service for any illegal purpose under the laws of any country, state or governmental authority applicable to the user’s access of or use of the Service.
11. Limitation of Liability
DARWIN ECOSYSTEM IS NOT AND WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF DARWIN ECOSYSTEM HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM USE OF THE SITE OR THE SERVICE. UNDER NO CIRCUMSTANCES WILL DARWIN ECOSYSTEM TOTAL LIABILITY FOR DIRECT DAMAGES OF ANY KINDS ARISING OUT OF OR RELATED TO USE OF THE SITE OR THE SERVICE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE PRICE OF THE TERM OF THE SUBSCRIPTION. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TOS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR DIRECT DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CERTAIN USERS.
Darwin Ecosystem may terminate or suspend a User or Subscriber’s access to the Site or the Service, or the account immediately, without prior notice or liability, if a User breaches any of the terms or conditions of these TOS. Upon such termination all right to use the Site and the Service will immediately cease.
A Subscriber may terminate or cancel its subscription at any time. Any User terminating agrees that the cancellation of the subscription or a particular component of the Site or the Service is the Subscriber’s sole right and remedy with respect to any dispute with Darwin Ecosystem. This includes, but is not limited to, any dispute related to or arising out of: a. any term of these TOS or Darwin Ecosystem enforcement or application of these TOS; b. any policy or practice of Darwin Ecosystem including the or Darwin Ecosystem’s enforcement or application of these policies; c. the data available through the Site or the Service; or d. the User’s ability to access and use the Site or the Service. All payments for Subscriptions other services are non-creditable and non-refundable. Any suspension of service will not result in a refund or extension of a Subscription’s term unless explicitly agreed to in advance in writing by an authorized officer of Darwin Ecosystems.
All provisions of these TOS which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
14. Controlling Law and Arbitration
These TOS and the relationship between you and Darwin Ecosystem are governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. The provisions of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these TOS.
Any legal controversy or legal claim arising out of or relating to the TOS or the Site or the Service, excluding legal action taken by Darwin Ecosystem, to collect fees or recover damages for, or obtain an injunction relating to Darwin Ecosystem’s intellectual property or the Site or the Service, will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Boston, Massachusetts, and judgment on the arbitration award may be entered into any court having jurisdiction. Either the User, Subscriber Darwin Ecosystem may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of such party pending the completion of arbitration.
15. Miscellaneous Provisions
Subscribers and/or Users also may be subject to additional terms and conditions that may apply when you use other Darwin Ecosystem products or services.
The failure of Darwin Ecosystem to exercise or enforce any right or provision of these TOS will not constitute a waiver of the right or provision. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the other provisions of these TOS will remain in full force and effect. The parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect.
Any claim or cause of action arising out of or related to use of the Site or the Service or these TOS must be filed within one (1) year after the claim or cause of action arose or be forever barred.
Information we collect:
Online Information Entities
Darwin Ecosystem, LLC provides a service (“Darwin Awareness Edition”) aggregating published Web events from publicly accessible data, or/and authorized intranet sources in “near-real” time. We store the events’ titles, reference their URLs, and create our own proprietary indexes without copying the events on our system. All events listed in Darwin Awareness Editions are directed to the publisher’s original site for access.
Information you provide to Darwin Ecosystem
When you sign up as a customer, Subscriber, or User, you may be asked to provide certain information about yourself, including personally identifiable information, (name, address, e-mail address) billing and other related information. We will use this information to provide services to you, and will not share this information with third parties without your consent, except to the extent necessary to process your requests (e.g., process a credit card for payment.)
Information about how you use our services
When you use Darwin Ecosystem, by subscribing to Darwin Awareness Edition, saving attractors (queries) and altering settings, a record of these activities may be collected automatically as a result of your use of the service. You should be aware that the information may be collected, stored or archived by Darwin Ecosystem. Information about your interaction with Darwin Ecosystem is saved on our servers until you delete your account, or Darwin Ecosystem deletes your account. While our servers automatically collect information as a consequence of your using the system, we do not inspect individual search attractors. We log attractors you make when you use our system, and we render them anonymously. We will not share your attractors with anyone, unless the User interface and its evolving features allow you, or the Edition Administrator, to perform that action.
The Darwin Ecosystem Website may send one or more cookies to your computer or other capable device accessing the service. When you return to your Darwin Awareness Edition site, we may detect the presence of that cookie, and the information contained in it. We will not share this cookie information with anyone, and will use it solely to provide services to you.
Internet Log Information
When you access any Darwin Ecosystem Website or server-based services, our servers automatically record information that your browser sends whenever you visit any Website. These logs may include information such as the nature and content of your Web request, your Internet Protocol address (and approximate geographic location), browser type and version, browser language, the date and time of your request and one or more cookies that may uniquely identify your browser. In the event of an actual or attempted unauthorized or malicious access to our Website or servers, we may use this information to conduct investigations and to protect the integrity of your information.
Communicating with Darwin Ecosystem
When you send or receive email or other communications with us, we may retain those communications in order to process your inquiries, respond to your requests and improve our services, to inform you about changes in our policies or pricing or service offerings or to fulfill or respond to requests you may initiate.
Links In and Out
Darwin Ecosystem does not collect information about the Website you came from when you were directed to us, or the Website you visit as a result of a link on our site.
Our use of the Information
When We Share
Darwin Ecosystem does not share your personal information with any other companies or individuals except for the following:
- We do not share your nonpublic information except to deliver services. Your sharing of these data with third parties is solely at your own risk.
Leveraging information to improve our service
We may use information about how you have used our service in order to improve our service offering to our customers. While we will not share the individual search results or what we call “identified” information about your searches or results, we may share with third parties certain pieces of aggregated, non-personal information, such as the number of Users who searched for a particular term, for example, or the nature of the results returned to aggregated Users. Such information does not identify you or your searches or results individually.
How we protect your information
Darwin Ecosystem takes appropriate security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data, including data that relates to your personally identifiable information. These include internal reviews of our data collection, storage and processing practices and security measures, as well as physical security measures to guard against unauthorized access to systems where we store personal data. We restrict access to personal information to Darwin Ecosystem employees, contractors and agents (including third party hosting platforms) who need to know that information in order to operate, develop or improve our services. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations.
Accessing and updating personal information
When you use Darwin Ecosystem services we provide you with access to your personal information, and provide you with the ability to correct or delete such data. You may also contact us at firstname.lastname@example.org to make requests regarding the correction of any data you may not be able to change without our assistance.