Terms of Use - Cheat Sheet

We get it—Terms of Use (TOUs) documents can be a bear to go through. We've created this Cheat Sheet to translate the legalese into something more digestible. Note that if you agree to the Terms of Use, or “TOUs,” it's the full legal document and text that follows this Cheat Sheet that you're agreeing to, not this shorthand piece, which we’ve created for transparency and to make your life just a little easier.

Lastly, we highly recommend you read the TOUs in full before participating in this site. And reach out to us at support@conservationxlabs.org if you have questions.

TERMS OF USE, PRIVACY POLICY, AND COMMUNITY GUIDELINES

Effective as of July 19, 2017 – Version 1.0

INTRODUCTION:

Welcome to the “Digital Makerspace” (sometimes referred to herein as the “Site” or “DMS”), a website platform that permits individuals in the conservation community to come together with individuals from other fields and disciplines to observe, participate in, organize, and lead collaborative “Projects” (defined in more detail below) to develop technology solutions that serve the community’s goal of conservation impact.

The Digital Makerspace is owned and operated by Conservation X Labs, Inc. (sometimes referred to herein as “CXL,” the “Organization,” “we,” or “us”), a non-profit § 501(c)(3) organization, incorporated in Washington D.C., whose mission is to harness exponential technologies, open innovation, and entrepreneurship to dramatically improve the efficacy, cost, speed, scale, and sustainability of conservation efforts to end human-induced extinction.

The Digital Makerspace was initially conceived and created for the Oceans X Labs program, a joint initiative between the World Wildlife Fund (WWF) and CXL to create an incubator/ accelerator for sourcing, developing, and scaling innovations to facilitate ocean conservation. To this end, CXL’s Digital Makerspace offers the conservation community a digital platform that supports mass collaboration around key conservation challenges, connecting community members from different disciplines, helping innovators identify technical, financial, and human resources, and guiding technology and product development to create scalable conservation impact.

We, at CXL, recognize that individual effort and hard work carried out on the Site must be incentivized and that intellectual property (“IP,” or “Intellectual Property,” which is defined in more detail below) developed on the Site must be protected and treated fairly if we are to accomplish this goal.

The Digital Makerspace and its associated services provided on the Site (the “Services,” which are defined in more detail below) may be found at the domain and its related subdomains found at conservationx.com. Before registering to use the Site, or before accessing the Site, please review the following Terms of Use, Privacy Policy, and Community Guidelines (“Terms of Use”) carefully and indicate you have done so by checking the box that indicates that you agree to these Terms of Use.

PLEASE READ AND UNDERSTAND ALL TERMS OF USE AND COMMUNITY GUIDELINES BEFORE ACCESSING OR JOINING THE SITE:

CXL provides the Services to you pursuant to your express agreement to abide by the following Terms of Use.

By creating a “User Account” (described in more detail below) and/or otherwise accessing the Site in any way or using the Services, you represent and warrant that you have read, understand, and agree to be bound by these Terms of Use (which also incorporate a Privacy Policy) (“Agreement”).

We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use (a “Revision”) at any time without further notice. If we do this, we will post the Revision to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised.

If you have a User Account prior to any such change, you will be prompted to review the revised Terms of Use, and accept them, prior to logging in to your User Account. If we consider a Revision to be material, we will make reasonable efforts to post a prominent notice on the Site and notify those of you with a current User Account via email.

All Revisions take effect immediately and apply to your use of the Services from that date forward, except that material Revisions will take effect 30 days after the Revision is made and identified as material. Your continued use of the Site after any such Revision constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Site or the Services. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CXL FOR THE USE OF THE SITE AND SERVICES. MOREOVER, THIS LEGAL AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AS WELL AS A DISPUTE RESOLUTION CLAUSE. IN PARTICULAR, PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF USE, YOU UNDERSTAND HOW YOUR IP RIGHTS WILL BE TREATED.

BACKGROUND ON USER PARTICIPATION ON THE SITE:

A User who accesses the Site may do so via at least one of the following “Permission Levels” associated with the type of User an individual is, each of which provides a different degree of access to the Site’s Services:

  1. Public: Any member of the public may log into the Site with a valid social media account (e.g., Facebook, Google) and observe and participate in various Services (primarily reading stories and viewing public Project profiles), though with certain restrictions and limitations.
  2. Tribe Member A “Tribe Member” is a vetted member of the community and a User who has access to additional Services and content on the Site, including the ability to apply to join Projects or request permission to begin his/her own project. Once a Tribe Member has been accepted into the “Tribe,” that Tribe Member may use his or her User Account to participate in these additional Services.
  3. Project Member A “Project Member” is a Tribe Member who has been granted express approval to participate in a Project on the Site or to lead a Project as a “Project Instigator;” a Project Member’s access on the Site includes the specific Project to which s/he is a member.

Certain other restrictions outlined herein or on the Site may also apply to Public, Tribe Member, and/or Project Member Users.

The Services include various collaborative efforts. One example of such collaborative efforts is a Project aimed at developing conservation-related technology. These are typically led by one or more Project Instigators who, using the Site, oversee Project Members and any other individual authorized to participate in a Project. A Project Instigators controls a Project’s visibility, whether by making the Project entirely open & visible to public, open & visible only to Tribe Members, or open & visible only to Project Members. Further, as explained in more detail below, a Challenge, which may be initiated by a third-party organization, or by CXL itself, and which seeks conservation technology solutions, may result in a Project being carried out on the Site. Another example is convening of a multidisciplinary community that seeks to address global environmental challenges.

Projects typically begin with a “Project Idea” that will generally originate in one of three ways:

  1. Challenge The Site may issue or share a Challenge to seek new solutions from Tribe Members, both around potential problem areas or individual technologies. A Challenge may be open, to stimulate ideation and collaboration, including challenges presented by the community. Likewise, a Challenge may be incentivized by including prizes that may be sponsored by a third-party organization or CXL.

    An Incentivized /Sponsored Challenge or prize statement will stipulate, among other things, how IP that results from the Challenge will be handled, licensed, and/or assigned, as well as any additional right and/or responsibility associated with the Challenge. To this end, in order to participate in such an Incentivized/Sponsored Challenge, Tribe Members may be required to agree to additional terms and/or agreements in order to compete to solve an incentivized/sponsored Challenge or prize run on the Site. While the IP produced from an Incentivized/Sponsored Challenge may be assigned or licensed openly to a Project Instigator and/or other collaborators, the additional terms of a challenge could assign IP to the challenge sponsor, be it a third party organization or CXL, retain ownership of the IP, and/or provide a license to IP developed in response to a Challenge to help achieve sustainability and scale.
  2. Community. New ideas for technologies or conservation solutions may also develop on the Site through the collaborative intelligence of the community (via the “Ideas Bin,” “Open Discussion,” or other areas of the Site), including proposals for technologies or ideas that are curated by CXL. Tribe Members who conceive of a Project Idea and take on the Project Instigator role are entitled to ownership of any resulting IP. If a Project has been inactive for 12 months and no reasonable effort has been made by a Project Instigator to take the Project Idea forward, including but not limited to open source licensing, seeking IP protection, or attempting commercialization of technology reflected in or developed from a Project Idea, CXL will be granted a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive, sub-licensable right and license to any IP that has resulted from the work completed to date for the purpose of achieving conservation impact. CXL will make a good-faith effort to contact a Project Instigator before acting on any such IP licensing, as well as to obtain any necessary information for securing and/or advancing IP rights.
  3. Preconceived. At times, Tribe Members, CXL, and/or third-party organizations, may bring Project Ideas to the Site, independent of a challenge, where a substantial amount of development has already occurred, which are referred to as a “Preconceived” Project Idea. If a Preconceived Project Idea originates with CXL, then CXL will, unless otherwise indicated, own any and all IP and IP Rights developed pursuant to the Preconceived Project. On the other hand, if a Preconceived Project Idea originates with a third party, especially in the case of an any digital Accelerator program run on the Site and associated projects and IP, the third party will have ownership and/or licensing rights to the IP and/or IP Rights developed pursuant to the Preconceived Project.

With respect to any Project, a Project Instigator may choose for the Project to be “Open” or “Closed.” An “Open” project may be considered an open Project whereby all details of the project development will be shared openly with the Tribe community, and a “Closed” project may be considered a Project whereby the Project Instigator will moderate access to the Project details.

THE APPROVAL OF ANY PROJECT IDEA TO BE PUBLISHED AS A PROJECT ON THE SITE, BY CXL OR ANY OTHER ENTITY OR PERSON AUTHORIZED BY CXL TO HELP SELECT A PROJECT IDEA FOR A PROJECT, IS SUBJECT TO CXL’S SOLE AND ABSOLUTE DISCRETION, AND CXL RESERVES THE RIGHT, FOR ANY OR NO REASON, TO (I) REJECT ANY SUBMITTED PROJECT IDEA, (II) REFUSE TO POST ANY SUBMITTED PROJECT IDEA TO THE SITE, AND/OR (III) AND TERMINATE THE DEVELOPMENT OR ANY PHASE RELATED TO A PROJECT OR PROJECT IDEA.

COMMONLY USED TERMS AND THEIR DEFINITIONS

All initial capitalized terms used in this Agreement shall have the meaning ascribed to such terms. In addition to any term defined elsewhere in this Agreement, the following terms shall have the meaning listed below:

CONTROL OF THE SITE AND SERVICES:

You acknowledge that CXL is a service provider that has created the Site to allow Users to interact, via the Site, with each other, CXL personnel, and/or third parties authorized by CXL to participate on the Site or in the Services. You further acknowledge that Users can present and alter information presented on the Site on a real-time basis.

CXL generally does not regulate the content of communications between Users or Users' interactions with the Services. As a result, CXL has very little control, if any, over the quality, safety, morality, legality, truthfulness, or accuracy of User Content provided by Users. Nonetheless, CXL reserves the right to monitor and/or limit any User Content posted by a User to the Site, including, without limitation, in Projects and with Project Ideas.

OTHER PARTIES’ RIGHTS IN CONTENT:

You acknowledge that by using the Site, you will have access to User Content provided by other Users and Site Content provided by CXL. CXL may or may not pre-screen User Content submitted by Users to the Site. You acknowledge that CXL and other Users have rights in their respective Site Content and User Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred to you by mere use of the Services or posting on the Site. You accept full responsibility and liability for your use of any Site Content or User Content in violation of any such rights. You agree that your creation or submission of any User Content is not in any way based upon any expectation of compensation from CXL or any other User, unless CXL expressly provides for such compensation.

MEDIA WAIVER:

You agree that CXL has the absolute right and permission to use your name, voice, image, likeness, rights of publicity, as well as representations made by you, in any media (including, without limitation, television, print, radio and the Internet), world-wide, for the purposes of advertising, promoting, reporting and disseminating information about CXL, the Digital Makerspace, or a Project Idea or Project.

SERVICE INTERRUPTIONS AND SITE CHANGES:

CXL reserves the right to interrupt the Site with or without prior notice for any reason or no reason. You agree that CXL will not be liable for any interruption of the Site, any delay, or any failure to perform. CXL has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site and/or the Services as it sees fit in its sole discretion. You are responsible for backing up your content and data.

ELIGIBILITY:

Participation in the Site is void where prohibited. Any registration by, use of, or access to the Site by anyone under the age of 13 years old is strictly prohibited. Any registration by, use of, or access to the Site by anyone under the age of 18 years old and above the age of 13 years old is limited to the Public Permission Level, which does not require providing any Registration Data, other than what is disclosed when logging into the Site using a valid social media account. At this time, eligibility to participate at the Tribe Member and/or Project Member Permission Levels by anyone under the age of 18 years old is strictly prohibited, though in time, CXL may grant eligibility to use the Site as Tribe Members and/or Project Members to individuals under the age of 18 years old but over the age of 13 years old with verifiable parental or guardian consent and parental or guardian agreement to these Terms of Use.

REGISTRATION DATA; ACCOUNT SECURITY:

In consideration of your use of the Site, you agree to (a) provide accurate, current, and complete information about you, as may be prompted by any registration form on the Site (“Registration Data”), including, but not limited to, your full legal name, city, state, and country of residence, and other information about your technical background, education history, job history, publications, etc.; (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data and any other information you provide to CXL, and keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your User Account. Please note that you are required to use your legal name on any registration form on the Site. If you believe that using your legal name would result in hardship to you (e.g., result in discrimination or jeopardize your current employment), you may appeal to CXL at info@conservationxlabs.org to seek permission to register using an alias.

PROPRIETARY RIGHTS IN SITE CONTENT; LIMITED LICENSE:

All Site Content is the proprietary property of CXL, its Users, or other licensors, with all rights reserved. No Site Content may be modified, copied, distributed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without CXL’s prior written permission, except that the foregoing does not apply to User Content that is legally posted on the Site, which is addressed in more detail in the section below titled "Ownership of User Content." Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your own personal use, in connection with participating on the Site, during the duration of a Project for which such Site Content was originally posted. The foregoing license is subject to these Terms of Use and does not include use of any data mining, robots, or similar data gathering or extraction methods.

Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of CXL, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including copyright and trademark laws, as well as applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to IP Rights, whether by estoppel, implication, or otherwise. The foregoing license is revocable at any time by CXL without notice and with or without cause.

OWNERSHIP OF USER CONTENT:

Unless expressly provided elsewhere herein, or in a separate Agreement between you and CXL, you understand and agree that by submitting a Project Idea and/or User Content to any area of the Site, you automatically grant (and you represent and warrant that you have the right to grant), to other Users, a limited license to access and use your User Content for their own personal use, in connection with participating on the Site. Other than as expressly provided herein, or in a separate Agreement between a User and CXL, no User shall acquire any license or ownership in other Users’ User Content. Further, unless expressly provided elsewhere herein, you agree to grant to CXL a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive, sub-licensable right and license to exercise the copyright, publicity, and database rights you have in your User Content, including any data or other information generated by your User Account activity, in any media now known or not currently known, in accordance with our privacy policy as set forth below, and subject to this Terms of Use.

If any of your User Content is based upon work that you completed from a contract or agreement with a third party, including an employer or research institution, you represent and warrant that you have fulfilled any right of review or other obligation required by such contract or agreement. Your representations and agreement to these Terms of Use are consistent with your obligations to any employer or research institution with which you are affiliated and will not violate any contract or agreement to which you are a party, or any of your employer’s or research institution’s policies, including any policy regarding ownership of Intellectual Property. You represent that any statement made as part of posting any User Content to the Site, including about the status of your organizational affiliations and any partnerships therein, are truthful to the best of your knowledge at the time of posting.

You further understand and agree that you have the right to consult with legal counsel of your choosing before you enter into this Agreement, and before submitting any IP and/or Projects and/or Project Ideas and/or User Content to the Site.

You further understand and agree that: (i) you are solely responsible for understanding all copyright, patent, trademark, trade secret, and other intellectual property or other laws that may apply to your User Content hereunder, including, without limitation, any right or obligation you may or may not have concerning open source software; and, (ii) you are solely responsible for, and CXL shall have no liability in connection with, the legal consequences of any action or failure to act on your part while using the Site, including, without limitation, any legal consequence relating to your or any other individual’s IP Rights. You further understand and agree that CXL also has the right herein to retain ownership of User Account data, regardless of any IP Rights in User Content.

You agree that you do not own the User Account you use to access the Site, nor do you own any data CXL stores on its servers (including, without limitation, any data representing or embodying any or all of your User Content). In addition, you do not have any right of access to the Site, the Services, or any right to data stored by or on behalf of CXL, other than as determined by CXL at its sole discretion.

CONFIDENTIALITY:

  1. You understand that certain areas of the Site may require Confidentiality on the part of a User. You agree to maintain Confidentiality when accessing these areas of the Site.
  2. You also acknowledge that each Project Instigator may set his or her own confidentially terms and conditions as a condition for participating in his or her Project, and you agree to abide by those terms, and if requested, to execute a separate confidentiality or nondisclosure agreement to this end that is consistent with, though may exceed, the Terms of Use provided for in this Agreement. To the extent there is any conflict between any term in any such separate confidentiality or non-disclosure agreement and in these Terms of Use, the term providing the most protection for the Project shall control.
  3. You agree that unless otherwise expressly released from your obligation of confidentiality under these Terms of Use or on the Site, you agree to regard and preserve as confidential all CXL Confidential Information, including, but not limited to, all Project Ideas and/or User Content that is on or that have been submitted or that may be submitted to the Site, whether submitted by you or other Users. You will treat all CXL Confidential Information with the same degree of care that you treat your own confidential or proprietary information, but in no event less than using standards of reasonable care. In maintaining the confidentiality of CXL Confidential Information hereunder, you agree that you shall not, without first obtaining the written consent of CXL and/or a Project Instigator (if disclosure is made pursuant to a Project), disclose or make available to any person, firm, or enterprise, reproduce or transmit, or use for its own benefit or the benefit of others, any such CXL Confidential Information. You shall not, without obtaining the prior written consent of CXL and/or a Project Instigator (if use is made pursuant to a Project), use CXL Confidential Information for any purpose other than for use of the Site, discussions between You and CXL or other Users on the Site, internal planning, joint collaboration between You and other Users, and the provision of other services to CXL.
  4. You understand and agree that disclosure of certain CXL Confidential Information may negatively implicate certain IP rights owned or licensed by CXL or other Users, third parties authorized to participate on the Site, and/or other Users.
  5. Notwithstanding anything to the contrary contained herein, in the event of a breach or threatened breach by you of the provisions of this Section, CXL has no adequate remedy in money or damages and, accordingly, may seek injunctive relief, provided, however, that no specification in these Terms of Use of a specific legal or equitable remedy shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach of a provision of these Terms of Use.

TRADEMARKS:

"Conservation X Labs," “Digital Makerspace,” and other CXL names, brands, graphics, logos, designs, page headers, icons, scripts, and service names used by CXL to identify the Services, Site, and/or other services and/or products owned by CXL are trademarks (whether registered or at common law) of CXL in the U.S. and/or other jurisdictions. These trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any good or service in any manner that is likely to cause confusion with CXL.

CONDUCT BY USERS; PROHIBITED CONDUCT:

You agree that you shall not: (i) take any action or upload, post, e-mail or otherwise transmit to or via the Site any User Content that infringes or violates any third-party right, including, without limitation, any IP Right, or that constitutes any other person or entity’s Proprietary Information; (ii) take any action, written or otherwise, that is intended, or would reasonably be expected, to harm CXL (including its employees), another User, or a third party that uses the Services, or their reputations, or that would reasonably be expected to lead to unwanted or unfavorable publicity to CXL (including its employees), another User, or a third party that uses the Services; (iii) impersonate any individual or entity without his, her, or its consent, including, but not limited to, a CXL employee, representative, or fellow, or another User, or falsely state or otherwise misrepresent your affiliation with any person or entity; (iv) take any action or upload, post, e-mail, or otherwise transmit to or via the Site any User Content that violates any local, state, national, or international law or regulation; (v) take any action or upload, post, e-mail, or otherwise transmit to or via the Site any User Content, as determined by CXL at its sole discretion, that is illegal, harmful, threatening, violent, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (vi) take any action or upload, post, e-mail, or otherwise transmit to or via the Site any User Content that contains any virus, Trojan horse, worm, spyware, time bomb, cancelbot, or other computer programming routine that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or Personally Identifiable Information; (vii) take any action or upload, post, email, or otherwise transmit to or via the Site any User Content or Proprietary Information that would violate any right or duty under any law or under any contractual or fiduciary relationship (including, but not limited to, any inside information, proprietary information, or confidential information learned or disclosed as part of any employment relationships or under any confidentiality or nondisclosure agreement); (viii) upload, post, email, or otherwise transmit to or via the Site any unsolicited or unauthorized advertising or promotional material that is in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that CXL considers in its sole discretion to be of such nature; (ix) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirement, procedure, policy, or regulation of any network connected to the Services; (x) attempt to gain access to any other’s User Account or password; or (xi) stalk, abuse, or attempt to abuse, or otherwise harass, another User; (xii) charge any third party for use of the Site or the Services; or (xiii) modify, adapt, reverse engineer, decompile or attempt to discover the source code of the Site or any of its algorithms that are utilized to allocate a Reputation Score. Any violation by you of the terms of the foregoing may result in immediate and permanent suspension or cancellation of your User Account, and you expressly waive all rights, claims, and/or causes of action against CXL in connection with the same.

COPYRIGHT INFRINGEMENT COMPLAINTS:

We respect the intellectual property rights of others and we prohibit Users from uploading, posting, or otherwise transmitting on the Site or via the Services any material that violates another party's Intellectual Property Rights or that constitutes another person or entity’s Proprietary Information. Any infringing material posted by any User can be identified and removed pursuant to CXL’s Digital Millennium Copyright Act (the "DMCA") compliance process, provided herein, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.

If you believe that any Site Content infringes a copyright, please send a notice of copyright infringement containing the following information to info@conservationxlabs.org.

  1. Identification of copyrighted material allegedly being infringed, including an attached file containing the copyrighted material;
  2. Identification of the Site Content claimed to be infringing including the specific location within the Site of the allegedly infringing Site Content;
  3. Your contact information, including address, telephone number and e-mail address, and an indication whether you are the copyright owner, or, if you are not the owner of the copyright that has been allegedly infringed, an explanation of your relationship to the copyright owner;
  4. A statement that you have a good-faith belief that the allegedly infringing Site Content is not authorized by the copyright owner, its agent, or the law, and that under penalty of perjury, the information provided is accurate, and you are authorized to make the complaint on behalf of the copyright owner; and
  5. Your signature.

CXL will, upon receiving your notice of copyright infringement, if that notice complies with the foregoing five requirements, take one or more of the following actions: (a) reasonably determine that the allegedly infringing Site Content is not infringing, and allow the Site Content to remain, (b) contact the person or entity who posted the allegedly infringing Site Content concerning your notice of infringement, and/or (c) remove the allegedly infringing Site Content. By your use of this Site, you expressly agree to and accept the foregoing DMCA compliance process, acknowledge its compliance with U.S. Copyright law, and waive any and all claims against CXL directly relating to, or arising from, the foregoing DMCA compliance process.

REPEAT INFRINGER POLICY:

In accordance with the DMCA and other applicable law, CXL has adopted a policy of terminating, in appropriate circumstances and at CXL’s sole discretion, Users who are deemed to be repeat infringers. CXL may also, at its sole discretion, limit access to the Site and/or terminate the account of any User who infringes any Intellectual Property Right, or who discloses CXL Confidential Information and/or Proprietary Information of others, including other Users, whether or not there is any repeat infringement or disclosure; anything that may otherwise be or may become due from CXL to any User, who has submitted User Content that infringes any IP Rights or discloses CXL Confidential Information and/or Proprietary Information of any other individual or entity, is subject to forfeiture, at the sole discretion of CXL.

MONITORING USER CONTENT:

CXL is not responsible or liable in any manner for any User Content posted on the Site or in connection with the Services. Although we provide rules for User conduct and postings and reserve the rights set forth in this Agreement, we are not responsible for what Users post, transmit, or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable Site Content you may encounter on the Site or in connection with any User Content. CXL is not responsible for the conduct, whether online or offline, of any User of the Site or Services. 15

DISPUTES BETWEEN USERS:

As a condition of access to the Site and the Services, you release CXL (and CXL’s shareholders, affiliates, directors, officers, subsidiaries, employees, and/or agents) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the Site; including, without limitation, any claim that another User infringes upon your IP Rights in any User Content that you may provide. You further understand and agree that: (a) CXL will have the right but not the obligation to resolve disputes between Users relating to the Services, and CXL’s resolution of any particular dispute does not create an obligation to resolve any other dispute; (b) to the extent CXL elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Services and will not make judgments regarding legal issues or claims; (c) CXL’s resolution of such disputes will be final with respect to the Site, but will have no bearing on any real-world legal dispute in which Users of the Services may become involved; and (d) you hereby release CXL (and CXL’s shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with CXL’s resolution of disputes relating to the Site or the Services.

ALL DATA ON CXL'S SERVERS ARE SUBJECT TO DELETION, ALTERATION, OR TRANSFER:

When using the Site or the Services, you may accumulate Site Content, objects, items, scripts, or other value or status indicators that reside as data on CXL's servers. THIS DATA, AND ANY OTHER DATA, ACCOUNT HISTORY AND ACCOUNT NAMES RESIDING ON CXL’s SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN CXL’s SOLE DISCRETION.

YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER IP RIGHT YOU MAY HAVE WITH RESPECT TO USER CONTENT YOU POST ON THE SITE, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH USER CONTENT OR OTHER DATA BY YOU OR ANY THIRD PARTY, CXL DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING IP RIGHTS IN THE USER CONTENT OR SITE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON CXL'S SERVERS.

YOU UNDERSTAND AND AGREE THAT CXL HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY SITE CONTENT (INCLUDING YOUR USER CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITHOUT ANY LIABILITY OF ANY KIND.

ALL SERVICES ARE PROVIDED “AS IS” WITHOUT EXPRESS OR IMPLIED WARRANTIES:

CXL PROVIDES THE SITE, THE SERVICES, YOUR ACCOUNT, AND ALL RELATED GOODS AND SERVICES, STRICTLY ON AN “AS IS” BASIS, PROVIDED AND ACCEPTED AT YOUR OWN RISK, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Without limiting the foregoing, CXL does not warrant or guarantee that it can ensure continuous, error-free, secure, or virus-free operation of the Services, the Site, or your User Account, and you understand that you shall not be entitled to make any claim based on CXL’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you.

CXL’s liability to you is expressly limited to the extent allowable under applicable law.

IN NO EVENT SHALL CXL OR ANY OF ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICES OR THE SITE (INCLUDING, WITHOUT LIMITATION, ITS MODIFICATION OR TERMINATION), YOUR ACCOUNT (INCLUDING WITHOUT LIMITATION ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT CXL MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL CXL’s CUMULATIVE LIABILITY TO YOU FOR DAMAGES OF ANY KIND OR NATURE EXCEED ONE HUNDRED DOLLARS (U.S. $100.00).

Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is impermissible, such limitation may not apply to you. You agree that CXL shall not be held responsible or liable for anything that occurs or results from accessing the Site or participating in the Services.

INDEMNIFICATION:

You hereby agree to defend, indemnify, and hold harmless CXL, its affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors, and assigns, and other Users of the Services, from all damages, liabilities, claims, and expenses, including, without limitation, attorney fees and costs, arising from any breach of this Agreement by you. You agree to defend, indemnify, and hold harmless CXL, its affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors, and assigns from all damages, liabilities, claims, and expenses, including, without limitation, attorney fees and costs, arising from any claims by third parties that your activity on the Site or your User Content infringes upon, violates, or misappropriates any of their IP Rights or discloses their Proprietary Information.

ADVERTISEMENTS:

CXL reserves the right to display advertisements on the Site. Any such advertisement would be related to providing services or materials that would advance project development, prototyping, or enterprise establishment and expansion.

COLLECTION AND USES OF YOUR PERSONALLY IDENTIFIABLE INFORMATION:

You acknowledge and agree that CXL, in its sole discretion, may track, record, observe, or follow any and all of your interactions within the Services. Except as otherwise provided herein, the Personally Identifiable Information you provide to us is used for CXL's internal purposes only and will be treated as confidential by CXL, subject to this Terms of Use. CXL may use the information it collects to learn what you like and to improve the Services.

Depending on what Services you use on the Site, CXL may request Personally Identifiable Information from you, including but not limited to your full name, a valid email address and username and/or password, billing address, proof of identification, and physical mailing address. At this time, CXL does not require a valid credit card number or debit card number. However, in the future, the Site may facilitate payments between Users or host an online store, in which case, credit or debit card information may be required for the sole purpose of facilitating such payments between Users or for purchases at an online store on the Site.

Likewise, depending on what Services you use on the Site, CXL may reveal certain Personally Identifiable Information to other Users, in particular if you are a Project Instigator and consent to have your contact information made publicly available. CXL will not, however, disclose any User’s financial information, including credit or debit card information, for any reason, except insofar as that credit card or debit card information is used to facilitate a purchase authorized by the User on the Site.

In certain instances, CXL may be required to use your Personally Identifiable Information in an application to secure IP Rights (e.g., in the event you are identified as an inventor on a patent application). In this event, CXL will separately confirm with you use of such Personally Identifiable Information.

You are required to provide a valid email address during User registration that will represent your identity on the Site as well as your full legal name, country of residence, and zip code. While we'd prefer that all Users use their real names to maintain authenticity and accountability on the Site, CXL offers an alias option for those who may be uncomfortable with disclosing their real name for fear of discrimination or professional reasons. Users may request an alias at info@conservationxlabs.org.

Your name is publicly displayed and connected to your Site activity and User Account. Other information visitors to the Site may see includes, without limitation, your date joined, profile information, public comments and snippets, current Projects, and/or your “Reputation Score.”

Some Users may connect to or register for the Site using an external third-party social media account applications, such as Facebook. CXL may receive some data from those applications. Connecting your CXL account to third-party applications or services is optional, and when you connect your account to an external application, you will be given the opportunity to grant permission. You can revoke your permission under your CXL account settings.

You agree that CXL may communicate with you via email and any similar technology for any purpose relating to the Site.

PRINCIPLES – PRIVACY POLICY

Conservation X Labs is committed to protecting the privacy and confidentiality of information of our Users and to handling responsibly the information and data we collect about you through our Services, whether Personally Identifiable Information or non-personal browsing and Site-usage data. We have designed our Privacy Policy to be consistent with the following principles (the “Principles”):

  1. Privacy policies and data collection and use policies should be human readable, comprehensive, and easy to locate;
  2. Information you provide through our Services, or that we gather as a result of your use of our Services, should not be provided voluntarily (without your permission) to anyone else unless required; and
  3. If Conservation X Labs is required to provide a third party with your Personally Identifiable Information (whether by subpoena or otherwise), then provided we have collected and retained an email address for you, Conservation X Labs will use reasonable means to notify you promptly of that event, unless prohibited by law or CXL is otherwise advised not to notify you on the advice of legal counsel.

CONTROLLING AND ACCESSING YOUR PERSONALLY IDENTIFIABLE INFORMATION—PRIVACY POLICY:

The messages you send or receive using the Site are only private to the extent that you and the sender/recipient keep them private. CXL does not have any control over whether a recipient of one of your personal messages publicly posts it or its contents. We may collect Personally Identifiable Information about you when you: create a User account; when you send us emails; when you register with the Site via third-party tools (like Facebook); leave User-generated comments and other public activity on the Site (including creating Project profiles, participating in open discussion, and participating in any other survey, newsletter or the like that CXL may request of Users to participate in or register.

You can access and update your personal information and communication settings by selecting the “Edit Your Profile” option on your account dashboard. You may also terminate your account at any time by emailing CXL at info@conservationxlabs.org.

SHARING YOUR PERSONAL INFORMATION—PRIVACY POLICY

CXL will not give any of your Personally Identifiable Information to any third party or otherwise disclose your Personally Identifiable Information without your express approval except: to learn what you like and to improve the Services; to comply with tax and other applicable law; as otherwise expressly permitted by this Agreement or as otherwise authorized by you; to law enforcement or other appropriate third parties in connection with criminal investigations and other investigations of fraud; in connection with a merger, sale, reorganization, dissolution, or liquidation of CXL businesses, to prospective or actual acquirers of CXL assets; to legal counsel; or as otherwise necessary to protect CXL, its agents, and other users of the Services. CXL can (and you authorize CXL to) disclose any information about you to private entities, law enforcement agencies, or government officials, as CXL, in its sole discretion, believes necessary or appropriate to investigate or resolve possible problems or inquiries, or as otherwise required by law. CXL may share general, demographic, or aggregated information with third parties about its Users and their User Content and Site usage, but that information will not include or be linked to any Personally Identifiable Information without your consent.

SECURITY OF YOUR PERSONALLY IDENTIFIALBLE INFORMATION—PRIVACY POLICY

CXL follows generally accepted industry standards for the protection of the Personally Identifiable Information that you submit, both during transmission and after receipt. However, no method of transmission over the Internet or via mobile device, or method of electronic storage, is 100% secure. Therefore, although we strive to use commercially acceptable means to protect your Personally Identifiable Information, we do not guarantee the security of any of your private transmissions against unauthorized or unlawful interception or access by third parties.

RETENTION OF YOUR PERSONALLY IDENTIFIABLE INFORMATION—PRIVACY POLICY

We may keep the information that we obtain from or about you as long as is permitted or required under the law, and use as authorized under this Privacy Policy. If your account is deleted, we will remove your profile from the Site, but may retain your information as necessary for our future use as authorized under this Privacy Policy. If your account is terminated, we will terminate your access to your account, but reserve the right not to remove your profile from the Site, and may retain your information as necessary for our future use as authorized under this Privacy Policy. We may use retained data to prevent, investigate, or identify possible wrongdoing in connection with the Site or to comply with legal obligations. Information may exist in backup storage even after it has been removed from our active databases. If you are located in the European Union or other regions with laws governing data collection and use that differ from United States law, please note that we may transfer information, including Personally Identifiable Information, to a country and jurisdiction that does not have the same data protection laws as your jurisdiction. By using the Site and/or Services you consent to the transfer of information to the United States or to any country in which CXL maintains facilities and the use and disclosure of information about you as described in this Agreement.

COOKIES—PRIVACY POLICY

CXL uses a browser feature known as a "cookie," which is a small text file number that is stored on your hard drive when you begin to navigate the Site. The cookies used by the Site do not contain any Personally Identifiable Information about you, but they may identify your specific computer. If you would like to disable cookies from CXL, please use the help function in your web browser to restrict cookies from the Site. If you block cookies from CXL, you may not be able to use certain functions or features of the Site. CXL may also use cookies to track activity and click-through behavior to better understand User preferences and browsing habits, and to provide a more personalized experience while visiting the Site, and for more personalized e-mail alerts.

LINKED WEBSITES, SERVICES—PRIVACY POLICY

The Site may contain links to websites other than the Site, and redirection or pass-through to, or integration of, services other than the Services. Except as set forth herein, CXL does not share your Personally Identifiable Information with these websites and services, nor is CXL responsible for the privacy practices of these websites and services. CXL makes no representations or warranties concerning such websites and services, nor shall CXL have any liability concerning such websites and services.

PUBLIC PAGES—PRIVACY POLICY

The Homepage, Stories, About Us, Ideas Bin, Topic, Public Project, Open Discussion, Snippets market Public, and Challenge pages of the Site are public. The information that you provide in such portions of the Site is publicly available to others, and can be read, collected, and/or used by others, potentially outside the Site. Finally, the opinions expressed by each blog, forum, chat room, or participate page participant (who is not an employee of CXL) is his/her own and do not represent the views of CXL.

CHILDREN'S PRIVACY—PRIVACY POLICY:

CXL does not knowingly collect Personally Identifiable Information from children under the age of 13 years old. If CXL learns that it has collected Personally Identifiable Information of a child under the age of 13 years old, we will delete that data from our systems and, if applicable, terminate the child's account. If you become aware that a child has provided CXL with Personally Identifiable Information without parental or guardian consent, please contact CXL at info@conservationxlabs.org.

CONTACT CXL—PRIVACY POLICY:

If you have questions, suggestions or concerns related to this Privacy Policy, you may contact CXL at info@conservationxlabs.org.

UPDATES TO THIS PRIVACY POLICY:

CXL may change, modify, add, or delete portions of this Privacy Policy at any time pursuant to the process disclosed above for changes to this Agreement.

DISPUTE RESOLUTION; GOVERNING LAW; VENUE AND JURISDICTION:

By visiting or using the Site and/or the Services, you agree that the laws of the District of Columbia, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and CXL or any of our affiliates. YOU AND CXL AGREE THAT THE SOLE AND 22 EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT, THE SITE, AND/OR THE SERVICES (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICES) SHALL BE FINAL AND BINDING ARBITRATION conducted in the District of Columbia, except that CXL may seek injunctive relief in state or federal court located in the District of Columbia concerning violation by a User of any of the User conduct rules set forth above, and in such case, the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought. You agree to submit to the jurisdiction of such arbitration tribunal and/or court, as applicable, and waive any objection to personal jurisdiction otherwise available. You also agree to accept any complaint, notice, and/or other legal document initiating or relating to such arbitration and/or litigation at the email address and/or at the postal address provided as part of your Registration Data, and waive any objection to service of process by those means that may otherwise be legally available. You also fully agree that any award issued by such arbitration tribunal and/or court against you shall be enforceable in the courts of the District of Columbia, and of your place of residence, whether in the United States or a foreign country.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes (the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, YOU AND CXL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THAT NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES. In no event shall any claim, action, or proceeding by you related in any way to the Site and/or the Services (including your visit to or use of the Site and/or the Services) be instituted more than three years after the cause of action arose, with such three year limitations period being an absolute bar, and not subject to tolling or extension for any reason.

GENERAL PROVISIONS:

The Site and the Services is controlled and operated by CXL from its offices within the United States of America. CXL makes no representation that any aspect of the Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Services, whether from the United States or from other locations are responsible for compliance with all applicable local laws, including, but not limited to, any city, state, federal, U.S., and/or foreign laws.

CXL’s failure to act with respect to a breach by you or others does not waive CXL’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by CXL under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of CXL. All or any of CXL’s rights and obligations under this Agreement may be assigned to any successor, legal representative, transferee, or assignee of CXL’s choosing, including, but not limited to any subsequent owner or operator of the Site and/or the Services in as a result of a merger, acquisition or sale of all or substantially all of CXL's assets. You may not assign or transfer this Agreement or any or all of your rights or obligations hereunder without the prior written consent of CXL, and any attempt to do so is void. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of CXL shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of CXL.

This Agreement sets forth the entire understanding and agreement between you and CXL with respect to the subject matter hereof. The section headings used herein, including descriptive headings, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.

CXL may give notice to you by means of a general notice on the Site, and may provide legal notices and/or service of process to you by electronic mail to your e-mail address in our records for your User Account. All notices given by you or required under this Agreement from you to CXL, not including service of process, shall be mailed to us at 1342 Florida Ave NW, Washington, DC 20009 unless otherwise provided in this Agreement; provided, however, that a copy of any legal papers served on CXL must also be emailed to us at info@conservationxlabs.org in addition to service of process by such means provided under the law of the District of Columbia.

Questions? If you have questions about our Terms of Use, please contact us by email at info@conservationxlabs.org.