Darwin Website
Terms of Use
Darwin - Website Terms of Use
Last Revised: Oct 28th, 2024
Darwin Inc. and its affiliates (collectively, “Darwin”, “we”, “our” or “us”) welcome you (the “User(s)”, or
“you”) to our website at: www.darwingov.com and its subdomains (collectively, the “Site”). Each of the Site’s
Users may use the Site in accordance with the terms and conditions hereunder.
1. Acceptance of the Terms
By entering, connecting to, accessing or using the Site, you acknowledge that you have read and understood the
following terms of use, including the terms of our Privacy Policy available at: www.darwingov.com/privacy-
policy (the “Privacy Policy”) (collectively, the “Terms”) and you agree to be bound by them and to comply
with all applicable laws and regulations regarding your use of the Site and you acknowledge that these Terms
constitute a binding and enforceable legal contract between Darwin and you. IF YOU DO NOT AGREE TO
THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE THE SITE IN ANY
MANNER.
The Site is available only to individuals who (a) are at least sixteen (16) years old; and (b) possess the legal
capacity to enter into these Terms (on behalf of themselves and their organization, as applicable) and to form a
binding agreement under any applicable law. You hereby represent that you possess the legal authority to enter
into these Terms on your and your organization's behalf and to form a binding agreement under any applicable
law, to use the Site in accordance with these Terms, and to fully perform your obligations hereunder. For the
avoidance of doubt, any act or omission performed by you in connection with the Site shall obligate your
organization.
2. The Site
The Site provides comprehensive information regarding Darwin and our activities and includes, inter-alia, an
overview of, and news regarding Darwin, our services, technology, job opportunities and so forth, including any
other content related thereto such as contact information, materials, documents, videos, text, files, logos, button
icons, images, data compilations, links, other specialized content, technical data, documentation, know-how,
specifications materials, designs, data, the "look and feel" of the Site, algorithms, source and object code,
interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features
obtained from or through the Site (collectively, the “Content”).
For the avoidance of doubt, these Terms are relevant solely for use of the Site, which serves only as an
informative marketing tool, and engagements of any sort with us shall only be created via a separate agreement.
The Content does not bind us in any form, and in any case where the Content contradicts or is inconsistent with
any information supplied by us to you directly, such information shall prevail. If you would like to receive more
information about our services or if you have any questions, please contact us via the email address appearing at
the end of this document.
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE SITE ARE RESERVED TO DARWIN
OR ITS LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE AND THE CONTENT
AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” BASIS. DARWIN WILL NOT BE LIABLE
FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF
OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE CONTENT AVAILABLE
THEREIN.
YOUR USE OF THE SITE AND/OR THE CONTENT AVAILABLE THEREIN IS ENTIRELY AT YOUR
OWN RISK.
You hereby acknowledge and agree that you may be charged for Internet, maintenance of network connection
and data usage charges made through the use of the Site, according to the applicable rates charged by your
respective third party Internet and data usage service provider as may be from time to time.
3. Use Restrictions
There are certain conducts which are strictly prohibited when using the Site. Please read the following
restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at Darwin’s sole
discretion) in the termination of your use of the Site and/or Content and may also expose you to civil and/or
criminal liability.
Unless otherwise explicitly permitted under these Terms or in writing by Darwin, you may not (and you
may not permit anyone to): (a) use the Site and/or the Content for any illegal, immoral, unlawful and/or
unauthorized purposes; (b) use the Site and/or Content for non-personal or commercial purposes; (c) remove or
disassociate, from the Content and/or the Site any restrictions and signs indicating proprietary rights of Darwin
or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or
®); (d) interfere with or violate Users' rights to privacy and other rights, or harvest or collect personally
identifiable information about Users without their express consent, whether manually or with the use of any
robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or
method to access the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the
operation of the Site or the servers or networks that host the Site, or disobey any laws, regulations, requirements,
procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation
with any person or entity, or express or imply that Darwin endorses you, your site, your business or any
statement you make, or present false or inaccurate information about the Site and/or the Content; (g) take any
action that imposes, or may impose, an unreasonable or disproportionately large load on our platform
infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site;
(i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any
portion of the Content made accessible by Darwin on or through the Site, or publicly display, reproduce, create
derivative works from, perform, distribute, or otherwise use such Content; (j) copy, distribute, display, execute
publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt,
sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with
other software, translate, modify or create derivative works of any material that is subject to Darwin's proprietary
rights, including Darwin's Intellectual Property (as such term is defined below), in any way or by any means; (k)
make any use of the Content on any other site or networked computer environment for any purpose without
Darwin’s prior written consent; (l) create a browser or border environment around Darwin Content (no frames or
inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the
Site and/or the Content; (n) frame or mirror any part of the Site without Darwin's prior express written
authorization; (o) create a database by systematically downloading and storing all or any of the Content from the
Site; (p) transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, time
bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or
hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or
potentially harmful, disruptive, or invasive code or component; (q) use the Site and/or the Content for any
purpose for which they are not intended; and/or (r) infringe and/or violate any of the Terms.
4. Privacy Policy
We respect your privacy and are committed to protect the information you share with us. We believe that you
have a right to know our practices regarding the information we collect when you connect to, access or use the
Site. Our policy and practices and the type of information collected via the Site are described in detail in our
Privacy Policy available at www.darwingov.com/privacy-policy, which is incorporated herein by reference. You
agree that Darwin may use personal information that you provide or make available to Darwin in accordance
with the Privacy Policy. If you intend to access or use the Site, you must first read and agree to the Privacy
Policy.
5. Intellectual Property Rights
The Site, the Content and Darwin's proprietary assets and any and all intellectual property rights pertaining
thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names,
service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of
being registered (collectively, “Intellectual Property”), are owned by and/or licensed to Darwin and are
protected by applicable patent, copyright and other intellectual property laws and international conventions and
treaties. All rights not expressly granted to you hereunder are reserved by Darwin and its licensors.
The Terms do not convey to you an interest in or to Darwin's Intellectual Property but only a limited revocable
right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of Darwin’s Intellectual
Property under any law.
To the extent you provide any feedbacks, comments or suggestions to Darwin (“Feedback”), Darwin shall have
an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the
Feedback into any Darwin current or future services and/or activities and use same for any purpose all without
further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be
non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport
to require Darwin to comply with any additional obligations with respect to any Darwin current or future
products, technologies or services that incorporate any Feedback.
6. Trademarks and Trade names
Darwin’s marks and logos and all other proprietary identifiers used by Darwin in connection with the Site
(“Darwin's Trademarks”) are all trademarks and/or trade names of Darwin, whether or not registered. All other
trademarks, service marks, trade names and logos which may appear on the Site belong to their respective
owners (“Third Party Marks”). No right, license, or interest to Darwin's Trademarks and the Third Party Marks
is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect
thereto and therefore you will avoid using any of those marks, except as permitted herein.
7. Linking to our Site and links to Third Party Sites
We welcome links to any page on our Site. You are free to establish a hypertext link to the Site so long as the
link does not state or imply any connection or approval of your website, products and/or services by Darwin and
does not portray Darwin in a false or otherwise offensive manner. You may not link to our Site from a site that
you do not own or have permission to use. In the event that you link to the Site you represent that your site does
not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit
framing or inline linking.
Certain links provided herein permit our Users to leave this Site and enter non-Darwin sites or services (such as
LinkedIn and YouTube). Those linked sites and services are provided solely as a convenience to you. These
linked sites and services are not under the control of Darwin and it is not responsible for the availability of such
external sites or services, and does not endorse and is not responsible or liable for any content including but not
limited to content advertising, products or other information on or available from such linked sites and services
or any link contained in linked sites or service. In addition, Darwin is not responsible or liable for such linked
sites and services' privacy practices and/or any other practices. Your access to, use of and reliance upon any such
sites, services and content and your dealings with such third parties are at your sole risk and expense. Darwin
reserves the right to terminate any link at any time. You further acknowledge and agree that Darwin shall not be
responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in
connection with use of or reliance on any services, content, products or other materials available on or through
such linked sites or resource. Most of such linked sites and services provide legal documents, including terms of
use and privacy policy, governing the use thereof. It is always advisable, and we encourage you to read such
documents carefully before using those sites and services, inter alia, in order to know what kind of information
about you is being collected.
8. Availability
The Site’s availability and functionality depends on various factors, such as communication networks. Darwin
does not warrant or guarantee that the Site will operate and/or be available at all times without disruption or
interruption, or that it will be immune from unauthorized access or error-free.
9. Changes to the Site
Darwin reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or
discontinue, temporarily or permanently this Site (or any part thereof, including but not limited to the Content)
without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Site may
be changed, extended in terms of content and form or removed at any time without any notice to you. You agree
that Darwin shall not be liable to you or to any third party for any modification, suspension, or discontinuance of
this Site or the Content included therein. You hereby agree that Darwin is not responsible for any errors or
malfunctions that may occur in connection with the performance of such changes.
10. Disclaimers and No Warranties
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE AND THE CONTENT ARE
PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND DARWIN,
INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS,
EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS
(COLLECTIVELY, "DARWIN'S REPRESENTATIVES"), DISCLAIM ALL WARRANTIES OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR
USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL
LAWS THAT THIS AGREEMENT CANNOT CHANGE. DARWIN AND DARWIN'S REPRESENTATIVES
DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE,
INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE
SITE, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE
RELATED TO ANY CONTENT AND/OR INFORMATION DISPLAYED WITHIN THE SITE.
WE NOTE THAT THESE TERMS GOVERN SOLELY THE USE OF THE SITE. ALL DISCLAIMERS
AND WARRANTIES REGARDING ANY PRODUCTS OR SERVICES OFFERED BY DARWIN, SHALL
BE GOVERNED BY THE TERMS OF SERVICES REFLECTED IN A SEPARATE AGREEMENT
BETWEEN DARWIN AND ITS PRODUCTS’ AND SERVICES’ USERS.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SITE AND/OR THE
CONTENT IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED,
WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS
OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN
THE SITE, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE
OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR CONTENT AVAILABLE
THEREON OR THROUGH THE SITE (INCLUDING THAT THE RESULTS OF USING THE SITE WILL
MEET YOUR REQUIREMENTS).
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT
FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE
INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS,
DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
YOU AGREE THAT THE USE OF THE SITE AND/OR THE CONTENT THEREIN IS ENTIRELY AT
YOUR OWN RISK. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR
LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND
LIMITATIONS MAY NOT APPLY.
11. Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL DARWIN, INCLUDING
DARWIN'S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT
NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING,
WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING,
WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION,
ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR THE CONTENT
ANY COMMUNICATIONS AND INTERACTIONS OR MEETINGS WITH USERS OF THE SITE OR
OTHER PERSONS WITH WHOM YOU COMMUNICATE AS A RESULT OF YOUR USE OF THE SITE
AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THE SITE AND/OR THE CONTENT
AND/OR THE FAILURE OF THE SITE TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM
ANY CONTENT, OR FROM THE PERFORMANCE OR FAILURE OF DARWIN TO PERFORM UNDER
THESE TERMS, ANY OTHER ACT OR OMISSION OF DARWIN OR DARWIN'S REPRESENTATIVES
BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE
OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY
OTHER LEGAL THEORY, REGARDLESS OF WHETHER DARWIN OR DARWIN'S REPRESENTATIVES
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE
MAXIMUM EXTENT LEGALLY PERMISSIBLE, DARWIN'S AND DARWIN'S REPRESENTATIVES'
TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING
HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND/OR THE
CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO DARWIN
FOR USE OF THE SITE OR $US 1.00, WHICHEVER IS GREATER. YOU WILL NOT, AND WAIVE ANY
RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST
PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM DARWIN’S
REPRESENTATIVES. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR
LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND
LIMITATIONS MAY NOT APPLY.
12. Indemnification
You agree to defend, indemnify and hold harmless Darwin, including Darwin's Representatives from and against
any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited
to attorney's fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the
Site and/or Content; (ii) your violation of any of these Terms; (iii) your violation of any third party rights,
including without limitation any intellectual property rights or privacy right of such third party, in connection
with your use of the Site; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you
may cause to any third party with relation to the Site. It is hereby clarified that this defense and indemnification
obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any
matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder
and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle
any matter subject to an indemnification by you without first obtaining our prior express written approval.
13. Amendments to the Terms
Darwin may, at its sole discretion, change the Terms from time to time, including any other policies incorporated
thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to
post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail
address) regarding such change. Such material changes will take effect seven (7) days after such notice was
provided on our Site or sent to you via e-mail, whichever is the earlier. Otherwise, all other changes to these
Terms are effective as of the stated “Last Revised” date and your continued use of the Site on or after the Last
Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the
Terms should be amended to comply with any legal requirements, the amendments may take effect immediately,
or as required by the law and without any prior notice.
14. Termination of these Terms and the Termination of the Site's operation
At any time, Darwin may without notice discontinue your use of the Site, at its sole discretion, in addition to any
other remedies that may be available to Darwin under any applicable law. Additionally, Darwin may at any time,
at its sole discretion, cease the operation of the Site or any part thereof, temporarily or permanently, delete any
information or Content from the Site or correct, modify, amend, enhance, improve and make any other changes
thereto or discontinue displaying or providing any information, Content or features therein without giving any
prior notice. You agree and acknowledge that Darwin does not assume any responsibility with respect to, or in
connection with the termination of the Site's operation and loss of any data. The provisions of these Terms that,
by their nature and content, must survive the termination of these Terms in order to achieve the fundamental
purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual
Property, Disclaimers and No Warranties, Limitation of Liability, Indemnification and General sections will
survive the termination of the Terms.
15. General
(a) These Terms constitute the entire terms and conditions between you and Darwin relating to the subject matter
herein and supersedes any and all prior written or oral agreements or understandings between you and Darwin,
(b) any claim relating to the Site, the Content and/or the Terms or the use thereof will be governed by and
interpreted in accordance with the laws of the State of Delaware, US without reference to its conflict-of-laws
principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods
may not be applied, (c) any dispute arising out of or related to the Site and/or the Content will be brought in, and
you hereby consent to exclusive jurisdiction and venue in, the competent courts located in the city of Delaware,
US. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that
process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing,
Darwin may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be
construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-
franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default
hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption
or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains
any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION
THAT YOU MAY HAVE ARISING OUT OF, OR RELATED TO, THE SITE MUST COMMENCE WITHIN
ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION
IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to
be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these
Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein,
(h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior
written consent and any attempt to do so in violation of the foregoing shall be void. We may assign these Terms
without restriction or notification, and (i) no amendment hereof will be binding unless in writing and signed by
Darwin.
16. Have any Questions?
If you have any questions (or comments) concerning these Terms, you are most welcome to send us an e-mail to
the following address: info@darwingov.com.
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