Website Terms of Use

Last Modified: June 10, 2022

These website Terms of Use (“Terms of Use”) govern access to and use of the Tulip Interfaces, Inc. (“Tulip,” “we” or “us”) websites and services (collectively, the “Site”) by individuals or entities who: (1) purchase services and by such individual or entities’ Authorized Users (together “Customers”); (2) create an account (“Account”); or (3) otherwise access or use the Site or Tulip Services (the individuals and/or entities described in (1) and (2) are together referred to as “Site Visitors”). By using the Site or any Tulip Services, you accept these Terms of Use (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is an individual natural person, whether an employee, business partner, contractor, or agent of a Customer, who is registered or permitted by Customer to use the Tulip Services subject to these Terms of Use. Customers and Site Visitors may be referred to in these Terms of Use as “you” and “your,” as applicable.

If you are a Customer and you or your organization are bound by our Terms of Service or a similar Master Services Agreement with Tulip (“Corporate Terms”), then these Terms of Use will apply, if at all, only to use of the Site or any Tulip Services to the extent such use is not already governed by such Corporate Terms. For the avoidance of doubt, all references to the “Site” in these Terms also include the Tulip Services. As used herein “Tulip Services” refers to the platform, product and services offerings of Tulip made available for access and use from the Site.

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO USE, AND MUST CEASE USING, THE SITE IMMEDIATELY.

MODIFICATIONS

Tulip may modify all or any part of these Terms of Use from time to time without notice to you. You should check back often so you are aware of your current rights and responsibilities. Your continued use of the Site after changes to the Terms of Use have been published constitutes your binding acceptance of the updated Terms of Use. If at any time the Terms of Use are no longer acceptable to you, you should immediately cease all use of the Site.

TRADEMARKS

The trademarks, logos and service marks ("Marks") displayed on the Site are the property of Tulip or other third parties. You are not permitted to use these Marks without the prior written consent of Tulip or such third party that may own the Mark.

COPYRIGHTS

Tulip either owns the intellectual property rights in the HTML, text, images, audio, video, software or other content that is made available on the Site, or has obtained the permission of the owner of the intellectual property to make it available on the Site. Tulip strictly prohibits the redistribution or copying of any part of the Site or content on the Site without written permission from Tulip. Tulip authorizes you to display on your computer, download and print pages from the Site provided: (a) the copyright notice appears on all such printouts, (b) the information will not be altered, (c) the content is only used for personal, educational and non-commercial use, and (d) you do not redistribute or copy the information to any other media.

SOFTWARE USE

Any software ("Software") that Tulip makes available to you is the copyrighted work of Tulip and/or third parties. Your use of the Software and Tulip services is governed by: (a) our Acceptable Use Policy, which can be found at: https://tulip.co/legal/acceptable-use-policy/ (the “AUP”); and (b) the terms of our API License Agreement, which can be found at: https://tulip.co/legal/api-license-agreement/ (the "License Agreement") or, if you are a Customer, by your Corporate Terms (the License Agreement and the Corporate Terms are referred to as the “Licensing Documents”). You will not install any Software without agreeing to the AUP and to the applicable Licensing Documents.

SOFTWARE IS WARRANTED, IF AT ALL, IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE LICENSING DOCUMENTS. EXCEPT AS SET FORTH IN THE APPLICABLE LICENSING DOCUMENTS, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

LINKING

The Site contains links to other websites and resources that are provided for convenience only. Tulip has not reviewed the linked websites and is not responsible for the content or availability of any linked websites. The inclusion of any link to a website does not imply endorsement by Tulip of the website or their entities, products or services.

RULES OF CONDUCT

Your use of the Site is subject to all applicable local, state, national and international laws and regulations, and you agree not to violate such laws and regulations. Any attempt by any person to deliberately damage the Site is a violation of criminal and civil laws. Tulip reserves the right to seek damages from any such person to the fullest extent permitted by law.

In addition, you agree not to post or transmit through the Site any material or content that violates or infringes in any way the rights of others or solicits, encourages or promotes the use of illegal substances or activities, which is unlawful, threatening, abusive, harassing, defamatory, libelous, derogatory, invasive of privacy or publicity rights, vulgar, obscene, bigoted or hateful, profane, scandalous, pornographic, indecent or otherwise objectionable, gives rise to civil or criminal liability or otherwise violates any applicable law. You may not engage in any activity on the Site that restricts or inhibits any other user from using or enjoying the Site by "hacking,” "cracking,” "spoofing,” or defacing any portions of the Site.

You may not post or transmit through the Site advertising or commercial solicitations; promotional materials relating to website or online services which are competitive with Tulip and/or the Site; software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive components; political campaign materials; chain letters; mass mailings or spam mail; or any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents. You may not harvest or collect information about website visitors without their express written consent.

USE OF COMMUNITY, CONTENT AND OTHER INTERACTIVE AREAS

The Site contains a Community forum and may contain other discussion forums, bulletin boards, review services or other forums in which you or third parties may post discussions regarding our platform and services or other content, messages, materials or other items on the Site ("Interactive Areas"). If Tulip provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. No action should be taken based upon any of the information contained in the Interactive Areas. All statements, information and other content submitted by users are solely the opinions of users, and not of Tulip.

By posting or distributing any message, data, information, text, music, sound, photos, images, graphics, code, marks, logos or other content ("Content") to or through the Site, unless we indicate otherwise, you (a) grant Tulip and its affiliates and sublicensees a nonexclusive, royalty-free, perpetual, worldwide, transferable, irrevocable and fully sublicensable right to use, post, store, reproduce, modify, adapt, edit, translate, distribute, transmit, publish, create derivative works from and publicly display, telecommunicate and perform such Content throughout the world in any media, now known or hereafter devised; (b) grant Tulip and its affiliates and sublicensees the right to use the name that you submit in connection with such Content, if they choose in their absolute discretion; and (c) represent and warrant that (i) you own and/or control all of the rights to the Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute such Content to or through the Site, and to grant the licenses granted herein; (ii) such Content is accurate and not misleading; and (iii) use and posting or other transmission of such Content does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity. You further grant Tulip the right to pursue at law any person or entity that violates your or Tulip' rights in the Content or breaches of these Terms of Use.

Tulip takes no responsibility and assumes no liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto or in connection therewith, nor is Tulip liable for any mistakes, inaccuracies, infringements, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, Tulip is not liable for any statements, representations or Content provided by its users in any public forum, personal home page or any Interactive Area. Although Tulip has no obligation to screen, edit or monitor any of the Content posted to or distributed through any Interactive Area, Tulip reserves the right, and has absolute discretion, to remove, screen or edit without notice any Content posted or stored on the Site at any time and for any reason and without liability to you or any third party, and you are solely responsible for creating backup copies of and replacing any Content you post or store on the Site at your sole cost and expense.

Tulip provides certain content created by Tulip or by third parties for use and display through the Tulip Services (such content is referred to herein as “Licensed Content”). Subject to your full compliance with these Terms of Use, the AUP, and the License Agreement, and, if applicable, timely payment of all applicable fees, Tulip hereby grants you, solely for use in connection with utilizing the Tulip Services and only for as long as Tulip wishes to provide you with the Tulip Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Licensed Content. Please see the “Disclaimer” below.

This Terms of Use does not convey any intellectual property rights in the Licensed Content of the Tulip Services (or any part thereof), except only for the limited license expressly granted above. Nothing in this Terms of Use constitutes an assignment or waiver of Tulip’s intellectual property rights under any law.

Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Tulip’ systems and customers, or to ensure the integrity and operation of Tulip business and systems, Tulip may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and posted Content.

Tulip’ right to disclose any such information, as applicable, shall be pursuant to the terms of Tulip’ Privacy Policy. Please see https://tulip.co/legal/privacy-policy/ for the terms of Tulip’s personal data collection and use practices with respect to the Site. By using the Site, you consent to Tulip’s collection and use of personal data as set forth in Tulip’s Privacy Policy.

USER NAME

If you hold an account with Tulip, you must select a user name and password and you agree (i) to provide Tulip with accurate, complete and up to date information; (ii) to update your information to keep it accurate, current and complete; (iii) comply with these Terms of Use. Failure to provide accurate information constitutes a breach of this agreement, which may result in immediate termination of your right to access the Site.

You may not select a user name that impersonates someone else, is or may be illegal, or may be protected by trademark or other proprietary rights, is vulgar or offensive or may cause confusion. Tulip reserves the right to reject any user name in our sole discretion.

You agree not to sell or transfer your use of or access to the Site or permit anyone else whose account was suspended or terminated to use the Site through your user name or password. You are responsible for maintaining the confidentiality of your password and account and for all activity that occurs on your account. You agree to immediately notify Tulip of any unauthorized use of your account or any other breach of security. Tulip will not be liable for any loss you incur as a result of someone else using your password and account with or without your permission.

MONITORING

Tulip has the right, but not the obligation, to monitor the content of the Site, to determine compliance with these Terms of Use and any other operating rules established by Tulip. Tulip has the right in our sole discretion to edit, refuse to post or remove any material submitted to or posted on the Site that we find to be in violation of these Terms of Use or is otherwise objectionable. You are solely responsible for any information you post, transmit or otherwise make available on the Site. You acknowledge and agree that Tulip does not have any liability for any action or inaction with respect to any conduct, communication or posting on the Site.

GLOBAL AVAILABILITY

Tulip controls this site from its Somerville, Massachusetts, USA offices; other Tulip sites may be administered and operated from various locations inside and outside the United States. If you use the Site from other locations you are responsible for compliance with applicable local laws. Tulip makes no representation that the products and services referenced herein are appropriate, or available, worldwide and in fact certain products and services may not be available worldwide.

EXPORT CONTROL

By using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods. You agree you will not export or re-export any goods or products unless you have complied with all applicable U.S. and foreign government export controls and approvals. Tulip makes no claim that content contained on the Site is appropriate or may be downloaded outside the United States. If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

INDEMNIFICATION

Any person or corporation submitting Content to the Site agrees to defend, indemnify and hold Tulip and its parent, subsidiaries, affiliates, officers, directors, shareholders, predecessors, successors in interest, employees, agents and licensors harmless from and against any and all claims, losses, liabilities and expenses (including reasonable attorneys' fees) related to or arising out of such submitted Content, including without limitation claims made by third parties related to any false advertising claims, liability claims for products or services sold by the person or corporation submitting such Content, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided (pertaining to the submitted Content), even if such Content is reviewed by Tulip prior to publishing on the website.

DISCLAIMER

THE SITE AND ALL CONTENT (INCLUDING WITHOUT LIMITATION LICENSED CONTENT), MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SITE IS AT YOUR OWN RISK. TULIP MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE FUNCTIONALITY OR USEFULNESS OF THE SITE OR ANY CONTENT (INCLUDING WITHOUT LIMITATION LICENSED CONTENT). TULIP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TULIP DISCLAIMS LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, OR LOST PROFITS, THAT MAY RESULT, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE SITE OR ANY CONTENT (INCLUDING WITHOUT LIMITATION LICENSED CONTENT), INCLUDING WITHOUT LIMITATION ANY DAMAGE TO COMPUTER SYSTEMS, HARDWARE OR SOFTWARE, LOSS OF DATA, OR ANY OTHER PERFORMANCE FAILURES, OR ANY ERRORS, BUGS, VIRUSES OR OTHER DEFECTS THAT RESULT FROM OR ARE ASSOCIATED WITH USE OF THE SITE OR ANY CONTENT (INCLUDING WITHOUT LIMITATION LICENSED CONTENT). TULIP MAKES NO WARRANTY THAT, (I) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT (INCLUDING WITHOUT LIMITATION LICENSED CONTENT), INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (IV) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SITE, ITS CONTENT (INCLUDING WITHOUT LIMITATION LICENSED CONTENT), AND THE SERVER ON WHICH THE WEBSITE AND CONTENT (INCLUDING WITHOUT LIMITATION LICENSED CONTENT) ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL (INCLUDING CONTENT, WHICH INCLUDes WITHOUT LIMITATION LICENSED CONTENT) DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL. INFORMATION CREATED BY THIRD PARTIES THAT YOU MAY ACCESS ON THE SITE OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY TULIP AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY.

TULIP MAKES NO WARRANTY THAT, (I) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (IV) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SITE, ITS CONTENT, AND THE SERVER ON WHICH THE WEBSITE AND CONTENT ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL.

INFORMATION CREATED BY THIRD PARTIES THAT YOU MAY ACCESS ON THE SITE OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY Tulip AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, TULIP IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL,CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF TULIP HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS, OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

TO THE EXTENT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

ASSUMPTION OF RISK

You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. Although Tulip has endeavored to create a secure and reliable Site, the confidentiality of any communication or material transmitted to/from the Site over the Internet cannot be guaranteed. Accordingly, Tulip is not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. Tulip shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Site.

PRIVACY

See https://tulip.co/legal/privacy-policy/.

TERMINATION

You agree that we may, under some circumstances and without prior individual notice to you, terminate your use of and access to any of the parts of the Site to which we restrict access, for example, by requiring registration. Some of the reasons for such termination may include, but are not limited to, (a) a breach or violation or suspected breach or violation of these Terms of Use or other incorporated terms or guidelines, (b) a request by law enforcement or another government agency, (c) our decision to discontinue or change all or part of the Site, (d) technical or security issues, and (e) fraudulent or illegal activities. All terminations will be made in our sole discretion and you agree that we will not be liable for any termination of your use of or access to the Site or any part of the Site.

JURISDICTION

This agreement and all claims relating to the relationship between the parties are governed by the Federal laws and the laws of the Commonwealth of Massachusetts, U.S.A. without regard to choice of law provisions.

If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

To file a notice of infringement with us, please provide the following information to the Tulip-designated copyright agent listed below:

A description of the copyrighted work or other intellectual property that you claim has been infringed.
A description of the material that you claim is infringing the copyrighted work listed in item #1.
An address, telephone number, and an email address where the alleged infringing party can contact you.
The following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."
The following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
Your electronic or physical signature.

To file a counter notification with us, please provide the following information to the Tulip-designated copyright agent listed below:

A description of the material that Tulip has removed or to which Tulip has disabled access.
Your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or Middlesex County, Massachusetts if your address is outside of the United States), and that you will accept service of process from the person who provided notification of infringement or an agent of such person.
The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
Your electronic or physical signature.

Tulip has registered a designated agent with the Copyright Office pursuant to 17 U.S.C. 512(c). Please send notifications of infringement and counter notifications to the designated agent at:

Tulip Interfaces, Inc.

Attention: General Counsel

77 Middlesex Ave., Suite A

Somerville, MA 02145

legal@tulip.co