End-User License Agreement ("Agreement")
Last updated: November 2, 2021
Please read this End-User License Agreement (“Agreement”) carefully before
clicking the “I Agree” button, downloading, or using Otto (“Application”). By
clicking the “I Agree” button, downloading or using the Application, you are
agreeing to be bound by the terms and conditions of this Agreement.
This Agreement is a legal agreement between you (either an individual or a
single entity) and Proof Digital, LLC and it governs your use of the
Application made available to you by Proof Digital, LLC.
If you do not agree to the terms of this Agreement, do not click on the “I
Agree” button and do not download or use the Application.
The Application is licensed, not sold, to you by Proof Digital, LLC for use
strictly in accordance with the terms of this Agreement.
License
Proof Digital, LLC grants you a revocable, non-exclusive, nontransferable,
limited license to download, install and use the Application strictly in
accordance with the terms of this Agreement.
Restrictions
You agree not to, and you will not permit others to:
- license, sell, rent, lease, assign, distribute, transmit, host, outsource,
disclose or otherwise commercially exploit the Application or make the
Application available to any third party.
- modify, make derivative works of, disassemble, decrypt, reverse compile or
reverse engineer any part of the Application.
- remove, alter or obscure any proprietary notice (including any notice of
copyright or trademark) of Proof Digital, LLC or its affiliates, partners,
suppliers or the licensors of the Application. Your obligations with
respect to the above restrictions in this Agreement shall survive the
termination, expiration, or cancellation of this Agreement, for any reason
whatsoever.
Intellectual Property
The Application, including without limitation all copyrights, patents,
trademarks, trade secrets, and other intellectual property rights are, and
shall remain, the sole and exclusive property of Proof Digital, LLC except
where otherwise noted in the included Copyrights and Licenses file.
Your Suggestions
Any feedback, comments, ideas, improvements or suggestions (collectively,
“Suggestions”) provided by you to Proof Digital, LLC with respect to the
Application shall remain the sole and exclusive property of Proof Digital,
LLC.
Proof Digital, LLC shall be free to use, copy, modify, publish, or
redistribute the Suggestions for any purpose and in any way without any credit
or any compensation to you.
Modifications to Application
Proof Digital, LLC reserves the right to modify, suspend or discontinue,
temporarily or permanently, the Application or any service to which it
connects, with or without notice and without liability to you.
Updates to Application
Proof Digital, LLC may from time to time provide enhancements or improvements
to the features/functionality of the Application, which may include patches,
bug fixes, updates, upgrades and other modifications (“Updates”).
Updates may modify or delete certain features and/or functionalities of the
Application. You agree that Proof Digital, LLC has no obligation to (i)
provide any Updates, or (ii) continue to provide or enable any particular
features and/or functionalities of the Application to you.
You further agree that all Updates will be (i) deemed to constitute an
integral part of the Application, and (ii) subject to the terms and conditions
of this Agreement.
Third-Party Services
The Application may display, include or make available third-party content
(including data, information, applications and other products services) or
provide links to third-party websites or services (“Third-Party Services”).
You acknowledge and agree that Proof Digital, LLC shall not be responsible for
any Third-Party Services, including their accuracy, completeness, timeliness,
validity, copyright compliance, legality, decency, quality or any other aspect
thereof. Proof Digital, LLC does not assume and shall not have any liability
or responsibility to you or any other person or entity for any Third-Party
Services.
Third-Party Services and links thereto are provided solely as a convenience to
you and you access and use them entirely at your own risk and subject to such
third parties’ terms and conditions.
Term and Termination
This Agreement shall remain in effect until terminated by you or Proof
Digital, LLC.
Proof Digital, LLC may, in its sole discretion, at any time and for any or no
reason, suspend or terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from Proof
Digital, LLC, in the event that you fail to comply with any provision of this
Agreement. You may also terminate this Agreement by deleting the Application
and all copies thereof from your mobile device or from your computer.
Upon termination of this Agreement, you shall cease all use of the Application
and delete all copies of the Application from your mobile device or from your
computer.
Termination of this Agreement will not limit any of Proof Digital, LLC’s
rights or remedies at law, in equity, or under any other theory, in case of
breach by you of any of your obligations under the Agreement. This includes
but is not limited to your breach of any of your responsibilities under this
Agreement that may survive the termination, expiration, or cancellation of
this Agreement, for which you acknowledge and agree that Proof Digital, LLC
may bring a claim against you, at law, in equity, or under any other theory,
following such termination, expiration, or cancellation.
Indemnification
You agree to indemnify and hold Proof Digital, LLC and its parents,
subsidiaries, affiliates, officers, employees agents, partners and licensors
(if any) harmless from any claim or demand, including reasonable attorneys’
fees and costs, due to or arising out of your: (a) use of the Application; (b)
violation of this Agreement or any law or regulation; or (c) violation of any
right of a third party.
No Warranties
The Application is provided to you “AS IS” and “AS AVAILABLE” and with all
faults and defects without warranty of any kind. To the maximum extent
permitted under applicable law, Proof Digital, LLC, on its own behalf and on
behalf of its affiliates and its and their respective licensors and service
providers, expressly disclaims all warranties, whether express, implied,
statutory or otherwise, with respect to the Application, including all implied
warranties of merchantability, fitness for a particular purpose, title and
non-infringement, and warranties that may arise out of course of dealing,
course of performance, usage or trade practice. Without limitation to the
foregoing, Proof Digital, LLC provides no warranty or undertaking, and makes
no representation of any kind that the Application will meet your
requirements, achieve any intended results, be compatible or work with any
other software, applications, systems or services, operate without
interruption, meet any performance or reliability standards or be error free
or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither Proof Digital, LLC nor any Proof
Digital, LLC’s provider makes any representation or warranty of any kind,
express or implied: (i) as to the operation or availability of the
Application, or the information, content, and materials or products included
thereon; (ii) that the Application will be uninterrupted or error-free; (iii)
as to the accuracy, reliability, or currency of any information or content
provided through the Application; or (iv) that the Application, its servers,
the content, or e-mails sent from or on behalf of Proof Digital, LLC are free
of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful
components.
Some jurisdictions do not allow the exclusion of or limitations on implied
warranties or the limitations on the applicable statutory rights of a
consumer, so some or all of the above exclusions and limitations may not apply
to you.
Limitation of Liability
Notwithstanding any damages that you might incur, the entire liability of
Proof Digital, LLC and any of its suppliers under any provision of this
Agreement and your exclusive remedy for all of the foregoing shall be limited
to the amount actually paid by you for the Application.
To the maximum extent permitted by applicable law, in no event shall Proof
Digital, LLC or its suppliers be liable for any special, incidental, indirect,
or consequential damages whatsoever (including, but not limited to, damages
for loss of profits, for loss of data or other information, for business
interruption, for personal injury, for loss of privacy arising out of or in
any way related to the use of or inability to use the Application, third-party
software and/or third-party hardware used with the Application, or otherwise
in connection with any provision of this Agreement), even if Proof Digital,
LLC or any supplier has been advised of the possibility of such damages and
even if the remedy fails of its essential purpose.
Some states/jurisdictions do not allow the exclusion or limitation of
incidental or consequential damages, so the above limitation or exclusion may
not apply to you.
Severability
If any provision of this Agreement is held to be unenforceable or invalid,
such provision will be changed and interpreted to accomplish the objectives of
such provision to the greatest extent possible under applicable law and the
remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require
performance of an obligation under this Agreement shall not effect a party’s
ability to exercise such right or require such performance at any time
thereafter nor shall be the waiver of a breach constitute waiver of any
subsequent breach.
For U.S. Government End Users
The Application and related documentation are “Commercial Items”, as that term
is defined under 48 C.F.R. §2.101, consisting of “Commercial Computer
Software” and “Commercial Computer Software Documentation”, as such terms are
used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. In
accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4,
as applicable, the Commercial Computer Software and Commercial Computer
Software Documentation are being licensed to U.S. Government end users (a)
only as Commercial Items and (b) with only those rights as are granted to all
other end users pursuant to the terms and conditions herein.
Export Compliance
You may not export or re-export the Application except as authorized by United
States law and the laws of the jurisdiction in which the Application was
obtained.
In particular, but without limitation, the Application may not be exported or
re-exported (a) into or to a nation or a resident of any U.S. embargoed
countries or (b) to anyone on the U.S. Treasury Department’s list of Specially
Designated Nationals or the U.S. Department of Commerce Denied Person’s List
or Entity List.
By installing or using any component of the Application, you represent and
warrant that you are not located in, under control of, or a national or
resident of any such country or on any such list.
Amendments to this Agreement
Proof Digital, LLC reserves the right, at its sole discretion, to modify or
replace this Agreement at any time. If a revision is material we will provide
at least 30 days’ notice prior to any new terms taking effect. What
constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Application after any revisions become
effective, you agree to be bound by the revised terms. If you do not agree to
the new terms, you are no longer authorized to use the Application.
Governing Law and Venue
The laws of the State of Florida, United States, excluding its conflicts of
law rules, shall govern this Agreement and your use of the Application. Your
use of the Application may also be subject to other local, state, national, or
international laws. Venue for any disputes under this Agreement shall be
mediated or litigated solely in the federal and state courts located in Duval
County, Florida, and you acknowledge and agree to selection of such venue and
jurisdiction thereof to hear any such disputes.
This Agreement shall not be governed by the United Nations Convention on
Contracts for the International Sale of Good.
Contact Information
If you have any questions about this Agreement, please contact us.
Entire Agreement
The Agreement constitutes the entire agreement between you and Proof Digital,
LLC regarding your use of the Application and supersedes all prior and
contemporaneous written or oral agreements between you and Proof Digital, LLC.
You may be subject to additional terms and conditions that apply when you use
or purchase other Proof Digital, LLC’s services, or the services or products
of Proof Digital, LLC’s affiliates, which Proof Digital, LLC will provide to
you at the time of such use or purchase.
