These Terms or Use Agreement (the “Agreement”) is made by and between WorkOtter, Inc. (“WorkOtter”), and the user on behalf of itself and its subsidiaries.
1.1 The user represents and warrants that: (i) the use of any application by WorkOtter will not violate any applicable law or regulation; and (ii) have the capacity to enter into a legal agreement in the province, state or country in which you reside.
1.2 WorkOtter applications include public areas, registered member-only areas and restricted community areas. Access to the public areas of a WorkOtter application requires your acceptance of this Agreement without qualification as signified by your use of WorkOtter. If you do not agree with any term or condition of this Agreement, do not use the application or applications by WorkOtter. To access the registered user-only and community areas of the application by WorkOtter you are required to: (i) register with WorkOtter and the community; and (ii) confirm your acceptance of this Agreement by placing a checkmark in the I AGREE box on the registration page and logging in by entering your username and password. If you disagree with any term or condition of this Agreement, do NOT place a checkmark in the “I ACCEPT” box, do NOT attempt to log in, discontinue using the WorkOtter application by WorkOtter and instruct WorkOtter to disable any password assigned to you. To access any restricted areas, you must be able to access the registered-only area of the application by WorkOtter and be one of the individuals for whom that restricted area was created. You may be required to agree to additional terms and conditions as well.
1.3 To register with WorkOtter and the WorkOtter application, please complete the online registration form. Upon successfully registering, you will be given a username and a password that you can use to access the registered user-only area of the application by WorkOtter. In registering, you represent and warrant that any information you provide about yourself is true and that you will maintain and promptly update such information to keep it current.
1.4 You are fully responsible for all activities conducted under your username and password. You must ensure that no unauthorized access to the application by WorkOtter is obtained through your username and password and take all necessary steps to keep them confidential. You shall inform WorkOtter immediately if you have any reason to believe that your password has become known to or been used by any other person.
1.5 WorkOtter may change your username or password at any time, for security reasons, and will notify you when it does so.
1.6 WorkOtter reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the application by WorkOtter without prior notice and without liability.
2.3 WorkOtter reserves the right to communicate with you regarding your use of WorkOtter. You consent to WorkOtter’s use of any contact information that you provide to WorkOtter in doing so.
3.0 USE OF WorkOtter WEBSITE AND APPLICATIONS
3.2 You agree that you will not use any applications or website by WorkOtter to:
- Collect or store information about any individual, user or member for unlawful purposes;
- Impersonate any person or entity, including, but not limited to, a WorkOtter official or employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Either directly or indirectly transmit any unsolicited bulk email or unsolicited commercial email or otherwise violate WorkOtter’s Anti-Spam Policy, interfere with, disrupt or damage WorkOtter or servers or networks connected to WorkOtter, or disobey any requirements, procedures, policies or regulations of networks connected to WorkOtter;
- Intentionally or unintentionally violate any applicable local, provincial, state, national or international law, and any regulations having the force of law; or access WorkOtter after your account or access has been suspended or terminated by WorkOtter.
3.3 WorkOtter may use filtering technology or other measures in its efforts to stop unsolicited bulk email and unsolicited commercial email. If your use of WorkOtter includes email or messaging services, then such filtering technology or other measures may block, either temporarily or permanently, some messages sent to you through the WorkOtter application, even if such email does not violate the Anti-Spam Policy. WorkOtter assumes no liability for the blocking of such transmissions.
3.4 You agree not to use any crawler, spider, bot or other program that simulates human activity to automatically extract any Content (see definition in section 4.1) accessible on or
4.1 You acknowledge and agree that all information, links, emails, postings, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not WorkOtter, are fully responsible for all Content that you post, transmit or otherwise make available on or via WorkOtter applications. You represent, warrant and covenant that you have now and that you will continue to have all necessary rights and authority to grant any licenses in or to such Content and that such Content will not infringe any proprietary right of any third party.
4.2 The Content included in any alert or other communication from WorkOtter to you is deemed Content available on WorkOtter and its applications.
4.4 WorkOtter reserves the right, in its sole discretion, to reject, refuse to post, remove or block access to any Content that is available via or on WorkOtter at any time, without notice and without liability.
4.5 It is recommended you maintain back-up copies of any Content that you make available or accessible through an application by WorkOtter. WorkOtter will not provide you with a copy of that Content in any event including, but not limited to, its deletion by WorkOtter or the suspension or termination of your right to access the portion of the application by WorkOtter where it was posted. WorkOtter is not responsible for Content that is lost or destroyed on WorkOtter.
4.6 WorkOtter does not control the Content that users, members or third parties post, transmit, or otherwise make available on or via applications by WorkOtter or through any links available on WorkOtter. As such, WorkOtter does not guarantee the accuracy, integrity or quality of such Content. Before using or relying on any Content available on or via applications by WorkOtter please take reasonable steps to verify its accuracy, completeness or usefulness: you are using it at your own risk.
4.7 WorkOtter does not pre-screen Content that users, members or third parties post, transmit or otherwise make available on or via applications by WorkOtter, although WorkOtter reserves the right to do so. WorkOtter does not guarantee that any screening that it opts to do will be done to your satisfaction or that any screening will be done at all.
4.8 Without limiting sections 6 and 7 of this Agreement, under no circumstances will WorkOtter be liable in any way for any Content that users, members or third parties post, transmit or otherwise make available on or via applications by WorkOtter, including, but not limited to, for any errors or omissions in any such Content, any misattribution of such Content, or any loss or damage of any kind incurred as a result of the use of such Content.
4.9 You agree that you will not use applications by WorkOtter to upload, post, email, otherwise transmit, or post links to any Content that:
Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable;
Promotes illegal activity including, without limitation, the provision of instructions for illegal activity;
You do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
Infringes any intellectual property, industrial or other proprietary rights, protected or protectable, under the laws of The United States, any foreign country, or any political subdivision of any country, including, without limitation, all copyrights, moral rights (including rights of attribution and rights of integrity), trademarks, service marks, trade names, logos, brand names and other identifiers, trade secrets (“Rights”) of any party, or contributing to inducing or facilitating such infringement; or is offensive to the spirit and nature of WorkOtter or this Agreement.
4.10 Without first obtaining the written authorization of the owner of any Content made available on or via an application by WorkOtter, you agree not to: post such Content on any publicly available web site or otherwise disseminate such Content otherwise than as permitted by law; or create derivative works based on such Content or any methodology apparent in it.
4.11 WorkOtter reserves the right to monitor some, all, or no areas of applications by WorkOtter and any electronic messages or other communications made using or over an application by WorkOtter from time to time to verify adherence to this Agreement or any other rules, code of conduct or guidelines posted by WorkOtter or as required by law.
7.0 LIMITATION OF LIABILITY
7.1 In no event shall WorkOtter, its representatives or suppliers, be liable for any special, incidental, consequential, exemplary or indirect damages resulting from or arising in connection with applications by WorkOtter or this Agreement, including without limitation, loss of revenues, the incapacity to reach any objective, or the loss of data or of computer time use, even if WorkOtter has been advised of the possibility of such damages by you or any other person.
7.2 In no event shall WorkOtter be liable to you or any person on account of your or that persons use or misuse of and reliance on an application by WorkOtter or the content or other materials accessible on or via an application by WorkOtter.
7.3 In no event shall WorkOtter be liable to your or any person with respect to damages incurred by reason of any services or goods received through or advertised on an application by WorkOtter or received through any links provided in an application by WorkOtter.
7.4 Without limiting sections 7.1, 7.2 and 7.3, the limit on the total cumulative liability of WorkOtter (including its representatives and suppliers) to you or any person, for any claims arising out of or relating to an application by WorkOtter or this Agreement shall not in any event exceed the greater of the following amounts: (i) the amount paid by you to WorkOtter, if any, for access to WorkOtter for one (1) month; and (2) $500.00.
7.5 The limitations in section 7.1, 7.2, 7.3 and 7.4 shall apply regardless of the causes or circumstances giving rise to the claim, even if such claim is based on breach of contract, negligence or other tort, and shall survive a fundamental breach or failure of essential purpose of any limited remedy or this Agreement.
7.6 Some jurisdictions do not allow the exclusion of incidental, special or consequential damages. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation, WorkOtter’s total liability to you in connection with any incidental, special or consequential damages shall be limited by section 7.4.
7.7 You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of an application by WorkOtter must be filed within one (1) year after such claim or cause of action arises, or be permanently barred.
8.0 INTELLECTUAL PROPERTY RIGHTS
8.1 Except as expressly provided, you are not granted any Rights in or to the Content available on or via applications by WorkOtter. All such Rights remain with WorkOtter (including its representatives and suppliers) and the copyright owners.
8.2 You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer any aspect of an application by WorkOtter, any WorkOtter Software or any software or technology used in connection with WorkOtter.
8.3 WorkOtter is a registered trademark of WorkOtter, Inc. All other marks that appear throughout applications by WorkOtter belong to WorkOtter or the respective owners of such marks, and are protected by law. Any use of any of these marks without the express written consent of WorkOtter or the owner of the mark, as appropriate, is strictly prohibited.
8.4 It is the policy of WorkOtter to investigate and respond to claims of intellectual property infringement.
8.5 To the extent that any jurisdiction applicable to this Agreement has a notice and take-down scheme like the one set out in the United States’ Digital Millennium Copyright Act, upon receipt of any notice alleging infringement that complies with such a scheme, WorkOtter will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. WorkOtter may attempt to contact the person who has posted such material in order to give that person an opportunity to respond to the notification, although WorkOtter makes no promise to do so. Any and all counter notifications submitted by that person will be furnished to the complaining party. In all circumstances, WorkOtter will give the complaining party an opportunity to seek judicial relief in accordance with any applicable laws before WorkOtter replaces or restores access to any material as a result of any counter notification.
8.6 Notices of claimed infringement should be directed to:
P.O. Box 280
St. Louis, MO 63088-028
Email: [email protected]
Please put “Notice of Infringement” in the subject line of all such notifications and include in each such notice a reasonable description of the materials alleged to be infringing and the proprietary rights alleged to be infringed.
9.0 INDEMNITY AND RELEASE
10.1 WorkOtter reserves the right to modify this Agreement from time to time, for any reason. When such changes occur, you will see the date when this Agreement was last updated appear at the bottom of this page. Please review this Agreement from time to time so you will be apprised of any changes. After any change to this Agreement WorkOtter may, but is not obliged to, ask you to actively confirm your consent to the revised Agreement. If WorkOtter does not do so but you continue to use WorkOtter after the changes come into effect, you will be deemed to have agreed to abide by the revised Agreement. If you do not agree with the revised Agreement without qualification, discontinue using applications by WorkOtter and, if applicable, instruct WorkOtter to disable any password assigned to you.
10.2 WorkOtter reserves the right, in its sole discretion, to change or modify the applications from time to time including but not limited adding or removing functionality or features or changing its name. In the event of these changes WorkOtter will provide notice to the users via email and other forms of notifications.
P.O. Box 280
St. Louis, MO 63088-028
Email: [email protected]
12.0 GENERAL PROVISIONS
12.1 Entire Agreement. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns.
12.2 Severability. Should any provision of this Agreement be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.
12.3 Waiver. No waiver of any part of this Agreement will be deemed to be a waiver of any other provision in this Agreement. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in writing and signed by the party waiving enforcement.
12.4 Assignment. WorkOtter may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not resell, assign, sublicense or otherwise transfer your rights or delegate your duties under this Agreement, either in whole or in part, without the prior consent of WorkOtter.
12.5 Independent Contractors. WorkOtter and you are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between WorkOtter and you. Neither WorkOtter nor you will have the power to bind the other or incur obligations on the others behalf without the others prior written consent, except as otherwise expressly provided in this Agreement.
12.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Missouri and the laws of The United States of America applicable therein, without reference to conflict of laws provisions. You agree to abide to the sole and exclusive jurisdiction of the courts of Missouri for the conduct of any legal proceedings under, or related to, this Agreement.
12.7 Term and Termination. This Agreement shall continue in effect for as long as you use WorkOtter applications, unless specifically terminated earlier by you or WorkOtter. All provisions of this Agreement that impose obligations continuing in their nature shall survive termination or expiration of this Agreement including but not limited to sections 1.4, 1.5, 2.1, 2.2, 4, 6, 7, 8, 9, 10 and 12.
12.8 Notices. Any notice or other significant communication given to you pursuant to this Agreement shall be in writing, addressed to any email address or address that you provided to WorkOtter when registering and sent to you by email or by nationally recognized overnight courier as applicable. Any notice or other significant communication given to WorkOtter pursuant to this Agreement shall be in writing and sent to WorkOtter at the address listed on WorkOtter in the Contact Us section of that site by fax or nationally recognized courier. Notices shall be deemed to have been received as follows:
Delivered Deemed to Have Been Received
Email On the business day following transmission
Fax On the business day following a confirmed transmission
Nationally Recognized Overnight Courier On the business day following deposit with the courier
12.9 Titles. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.