FRTYL, Inc. (dba Tulip) (“Tulip,” “we,” “us,” or “our”) has adopted these Terms of Use (“Terms”) to inform you (“user(s),” “you,” or “your”) of your rights and to govern your access to and use of TulipFertility.com website (collectively, the “Platform”), as well as the related services offered by Tulip (collectively, our “Services”). The Terms contained herein apply to all users of the Platform and our Services and incorporate our Privacy Policy.
By clicking the “Account Setup” box when you register, you acknowledge that you have read and understood these Terms and that you accept and agree to be legally bound by the terms and conditions contained herein. If you do not agree to be bound by these Terms, please exit the Site now.
1. No Medical or Legal Advice
THE INFORMATION ON THIS PLATFORM IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR LEGAL ADVICE, AND SHOULD NOT BE RELIED UPON AS SUCH. Tulip does not provide medical or legal advice. Tulip does not endorse or recommend any particular donor or surrogate on this Platform. Tulip does not endorse or recommend any particular medical procedure to accomplish the birth of a child. All users should consult a medical professional about medical issues related to assisted reproductive technology. The field of egg and sperm donation and gestational or traditional surrogacy is regulated in many states; users of the Platform should consult with a family law attorney prior to proceeding to make an agreement with any donor or surrogate whose name was obtained on this Platform.
2. Registration and Security
Access to certain portions of the Platform are restricted to registered users. As part of our registration process, you must provide us with certain information. We use this information so that we can verify your identity and to allow you to make the full use of the services we provide through the Platform. Additionally, you might be required to provide personally identifiable information (“Personal Information”), which will be maintained and used by us as described by these Terms and our Privacy Policy. If you do not comply with these Terms at any time, we reserve the right to suspend, cancel, or terminate your password, user account, and/or use of and access to the Platform (or any part thereof). You are responsible for maintaining the security of your password or user account, and you are responsible for any acts or omissions that take place on your account.
3. Use of Platform
The Platform may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Platform and its content. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Platform:
- use the Platform to collect, store, or distribute personal information about other users without their express permission;
- knowingly include or use any false or inaccurate information in any profile;
- circumvent, disable, or otherwise interfere with security-related features on the Platform or features that prevent or restrict use or copying of any content;
- attempt to probe, scan, or test the vulnerability of any system or network operated by us, or breach or impair or circumvent any security or authentication measures protecting the Platform;
- attack the Platform via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Platform;
- transmit or upload any material to the Platform that contains viruses, trojan horses, worms, time bombs, or any other harmful or deleterious programs;
- attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Platform;
- use the Platform in any way that competes with us; or
- encourage, collaborate, or instruct any other person or entity to do any of the foregoing.
ANY ATTEMPT TO DO ANY OF THE FOREGOING PROHIBITED ACTS, OR TO OTHERWISE UNDERMINE THE OPERATION OF THE PLATFORM, MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAW. SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT, IN ADDITION TO OUR OTHER REMEDIES, TO SEEK DAMAGES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL OR ENTITY TO THE FULLEST EXTENT PERMITTED BY LAW.
You are solely responsible for your activity while using the Platform. As a condition of use of the Platform, you represent and warrant that you shall not use the Platform for any purpose that is unlawful, illegal, or prohibited by these Terms. You agree to abide by all applicable federal, state, local, rules, or regulations (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries and all applicable state privacy laws). You agree to maintain a positive sense of decorum in all of your interactions with other users on the Platform.
4. Intellectual Property
The Platform, including all text, images, designs, graphics, content, source code, object code, data, features, functionality (including but not limited to all information, software, displays, enablement of video and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such materials. For purposes of clarity, we own the rights to the compilation, arrangement, and assembly, along with any modifications, variations, updates, versions, and changes to all information entered and stored within our database(s) as part of the Platform. This material, collectively, is protected by United States copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The information on this Platform is for your personal, noncommercial use only; any user who decides to download, copy, reproduce, upload or otherwise convey any material from this Platform, including the names of donors or surrogates, is prohibited from resale or commercial use of that information.
5. Links to Third-Party Sites
Any links on this Platform are provided for your convenience only, and Tulip does not control, endorse or make any representations about any of these other sites or the information provided therein. YOU ACKNOWLEDGE THAT TULIP SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY, OR IN CONNECTION WITH, YOUR RELIANCE ON ANY INFORMATION, ANY GOOD, ANY SERVICE, OR ANY OTHER MATERIAL PROVIDED THROUGH A THIRD-PARTY WEBSITE.
6. Disclaimer
THE PLATFORM AND THE MATERIALS PROVIDED ON THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. TULIP DOES NOT WARRANT THE ACCURACY OR CURRENCY OF THE MATERIALS ON AT THIS PLATFORM. TULIP DOES NOT WARRANT THAT MATERIALS ON THIS PLATFORM ARE UP TO DATE, NOR DOES TULIP WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES, WORMS OR OTHER MALICIOUS SOFTWARE. DONOR AND SURROGATE DESCRIPTIONS, HISTORY, OR OTHER PERSONAL INFORMATION IS PROVIDED BY THEM PERSONALLY AND IS NOT SUBJECT TO VERIFICATION BY TULIP. TULIP RESERVES THE RIGHT TO MODIFY THE PLATFORM OR THESE TERMS AT ANY TIME.
7. Limitation of Liability
TULIP AND ITS OWNERS AND EMPLOYEES ARE NOT LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES WHATSOEVER ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS PLATFORM, OR SITES LINKED TO THIS PLATFORM OR THE MATERIALS OR INFORMATION CONTAINED ON THE PLATFORM, WHETHER THOSE DAMAGES, CLAIMS OR LOSSES ARE BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
8. Void where prohibited
Some jurisdictions do not permit us to exclude warranties and limit liabilities in these ways, so it is possible that these exclusions will not apply to certain users. In such event, the exclusions and limitations shall apply to the fullest extent permitted under applicable law.
9. Responsibility for your Account
Users are solely responsible for information they provide to Tulip. Users agree that information will be 1) accurate, current and complete; and 2) maintained and updated as changed. If Tulip has reasonable grounds to believe the user has provided information which is inaccurate, false, outdated, or inappropriate, Tulip has the right to suspend or terminate user’s account and ban user from any further use of the Platform. It is the sole and exclusive responsibility of the user to keep ID and password confidential, to limit and restrict access to user’s personal account, and to control access to the Platform through user’s personal computer. Any actions taken under the user ID or password will be deemed to be the action of the user, who is responsible and liable for those actions.
10. Indemnification
User agrees to release, indemnify, and hold harmless Tulip and its employees, contractors and agents from any and all third-party claims, liability, damages, actions, proceedings, and lawsuits arising directly or indirectly from user’s use of the Platform and its contents, including but not limited to attorneys’ fees and court costs. Where this indemnification may be limited by the local jurisdiction, this indemnification will apply to the extent allowed by law. This provision shall survive any termination of these Terms.
11. User Submissions
As the Platform develops, users may be asked to provide comment or other communication on the Platform. Any user submissions will be considered non-confidential and non-proprietary, and Tulip will be free to copy, disclose and otherwise use for non-commercial or commercial uses any communication submitted by users. Users are prohibited from posting or transmitting to or from this Platform any unlawful, threatening libelous, defamatory, obscene, pornographic or other material that would violate any state, federal or international law, including without limitation, any material that would infringe upon the intellectual property or other rights of a third party.
12. Compliance with State Internet Privacy Regulations
California requires all online businesses that collect and manage information from California residents, including websites that reside in other states or in an international jurisdiction, to have a Privacy Policy that meets the requirements of the California Online Privacy Protection Act (“COPPA”.) Connecticut (2018 Conn. Gen. Statutes, Title 42, Chapter 743dd, §42-471), Delaware (Del. Code Title 6, Chapter 12C, §1205C), and Nevada (Nev. Rev. Statutes, Chapter 603A, §603A.340) also require Privacy Policies which describe how users may get a copy of the Privacy Practices, or opt-out of the commercial use of their information. ALL USERS IN ANY STATE SHOULD READ AND UNDERSTAND TULIP’S PRIVACY POLICY, WHICH DEFINES HOW TULIP WILL COLLECT AND USE THE INFORMATION USERS PROVIDE. YOUR CONSENT TO THESE TERMS AND CONDITIONS OF USE IS ALSO EXPLICIT CONSENT TO OUR PRIVACY POLICY. PLEASE READ IT CAREFULLY. Other states may have additional regulations regarding commercial websites’ use of personally identified information, and Tulip will remain in compliance with these regulations. Any duty imposed on users by the regulations of their residential state are hereby incorporated by reference.
13. Termination of Use of the Platform and Changes to the Platform
Tulip reserves the right to terminate the access of any user who violates any section of these Terms, without notice, at any time. In consideration for access to the Platform, user agrees that Tulip may, in its sole discretion, terminate the user’s access for any reason whatsoever, close the Platform or alter any aspect of it at any time, impose limits or restrict user access or make any other business decision affecting the Platform, without notice and without any liability to user. Tulip reserves the right to modify, amend, revise or change any portion of these Terms, and the related Privacy Policy at any time without prior notice. User will not be required to consent again to revised terms, as user’s continued use of the Platform, after notice on the Platform that changes have been made, will constitute acceptance of any amendments by user.
14. Governing Law
These Terms and any action related thereto will be governed by the laws of California without regard to its conflict of laws provisions that would result in application of any other law. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in Marin County, CA. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
15. Miscellaneous
These Terms, and the related Privacy Practices policy are the entire agreement between the parties. No failure or delay by Tulip to assert a right under these Terms or in law or equity, shall be deemed a waiver of that right. Any section of these Terms which is found to be unenforceable or invalid for any reason, shall be severable and not affect the validity or enforceability of any other condition or right. These Terms will inure to the benefit of Tulip, its successors, assigns and licensees.
