PLATFORM TERMS OF SERVICE
Revised: October 15, 2026
Othelia Technologies, Inc. (“Othelia”, “we”, “us”, and “our”) and the Othelia Platform (“Platform”) are committed to helping you tell the stories you want to tell, in the ways you want to tell them. We understand the importance of your stories and the work that you’ve put into bringing those stories to life. The platform is designed to support you and help you craft your narrative. That means we want you to keep your story – the words and images on the screen, the planning you put into it, the characters, and even the blue curtains. These Terms of Service explain in detail the legal terms of how your relationship with us will work, what protections we each have, what we need from you so you can use Platform, and other things related to how you can use the Othelia Platform.
1. ACCEPTANCE OF TERMS
Othelia provides technology-enabled services, including the offering branded as the Platform, the website at http://www.othelia.com, any Mobile Apps (as defined below), the AI Features (as defined in Section 11(a)), including the conversational interface branded as “Ask Othelia”, and other related software, content, cloud storage, and services, including all versions and upgrades thereto (collectively, the “Services”). Your use of the Services is subject to and governed by the terms and conditions in these Terms of Service (this “TOS”). We may, at our discretion, update this TOS at any time. You can access and review the most current version of this TOS at the URL for this page or by clicking on the “Terms of Service” link within the Services, or as otherwise made available by Othelia.
PLEASE REVIEW THIS TOS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOS, YOU MAY NOT ACCESS OR USE THE SERVICES.
THIS TOS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 17 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by this TOS; and (c) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE OR OLDER.
2. RIGHTS
(a) Grant. Subject to and conditioned on your compliance with this TOS, Othelia hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Services for your personal or internal business uses related to story crafting, narrative development, asset and data management for creative storytelling, collaboration, or other related uses. Your access to and use of the Services must further comply in all material respects with all usage guidelines posted by Othelia.
(b) Mobile Apps. Othelia may make available mobile software applications for access to and use of certain components of the Services (collectively, “Mobile Apps”). Your access to and use of Mobile Apps is subject to and governed by this TOS. If any Mobile App is downloaded by you from the iTunes App Store, Windows Phone Store, Amazon Appstore, Google Play or any similar service (an “App Store”), your use of such Mobile App is further subject to your compliance in all material respects with the terms and conditions of the applicable usage rules set forth by such App Store. This TOS is between you and Othelia only, and not with the proprietor of any App Store (a “Third Party Proprietor”), and no Third Party Proprietor is responsible for Mobile Apps and the contents thereof.
(c) Trademarks. You may not use the Othelia or the Othelia Platform names, brands, trademarks, service marks or logos that Othelia makes available on the Services (“Marks”). Othelia claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Othelia. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to Othelia’s benefit.
3. PRIVACY POLICY
In addition to this TOS, the Othelia Privacy Policy at https://othelia.com/privacy-policy (“Privacy Policy”) applies to how Othelia may process information provided about you as part of the Services. You acknowledge and agree that by accessing or using the Services, Othelia may receive certain information about you, including personal data, as set forth in the Privacy Policy, and Othelia may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy.
4. PROPRIETARY RIGHTS
(a) To be clear, you own Your Content. The Othelia Platform and the other Services, however, need to access and engage with Your Content (defined below) to function effectively. To the extent necessary to provide you the Services and for so long as you use the Services, you grant Othelia and its service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, make and have made all Your Content (in any form and any medium, whether now known or later developed), including to transmit Your Content to AI Service Providers for processing and to create text embeddings, search indexes, and other derived data from Your Content. You acknowledge and agree that the technical processing and transmission of data associated with the Services may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.
(b) The Services provided to you hereunder or available to you through the Services are licensed, not sold, and Othelia retains and reserves all rights not expressly granted in this TOS. You acknowledge and agree that, as between you and Othelia, Othelia and its licensors own all rights, title and interest (including all intellectual property rights) in the Services and all data, content, and other materials within the Services other than Your Content. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. Othelia reserves all rights not expressly granted to you in this TOS.
(c) You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify Othelia immediately of any unauthorized use of your account or password or any other similar breach of security. If your account remains inactive for nine months or longer, Othelia reserves the right to suspend or terminate your account, with or without notice to you, and delete your content all without liability.
5. DATA
(a) All text, content, information, data, and other materials accessible through the Services (“Data”) are the sole responsibility of the party from whom such materials originated. You acknowledge and agree that: (i) the Services may provide access to or rely on Data from third parties (including without limitation, other users or via Third Party Services (defined below)), and such third parties, and not Othelia, are entirely responsible for such Data; (ii) you, and not Othelia, are entirely responsible for the accuracy, quality and legality of all Data (if any) that you submit, upload, email, transmit or otherwise make available through the Services or to Othelia (“Your Data”); and (iii) you are solely responsible for giving all required notices and obtaining all necessary consents (including all required permissions from intellectual property holders) before submitting Your Data (if any) through or to the Services or Othelia.
(b) The Services include a semantic data model, which may produce an output from the Services based on Your Data, and AI Features that may generate content based on Your Data, including conversational responses, summaries, extracts, and other materials generated through Ask Othelia (all such output and content generated by the semantic data model or the AI Features, “Output” and together with Your Data, “Your Content”). As between you and Othelia, all right, title, and interest in and to Your Content and all intellectual property embodied therein or related thereto shall be and shall remain your sole and exclusive property. Due to the nature of the Services, data modeling, and artificial intelligence generally, the Output may not be unique, and other users may receive similar output from the Services. You understand that the Output is produced using Your Data that you input to the Services and, as such, the Output may be offensive, triggering, sexually explicit, indecent, blasphemous, or otherwise objectionable. We are not liable to you for any of Your Content you or any third party finds morally or legally offensive. For the avoidance of doubt, nothing in this Section shall limit any rights afforded in Section 5(c).
(c) You acknowledge and agree that, as between Othelia and you, Othelia owns all right, title and interest (including all intellectual property) in and to the Services. Othelia shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, including information derived from Your Content and your use of the AI Features (“Aggregated Usage Data”). Aggregated Usage Data includes information like crash reports, performance metrics, and other technical information, and statistical, analytical, and performance information derived from Your Content, your questions and other inputs to the AI Features, the Output generated in response, and any feedback you provide on Output. Aggregated Usage Data will be aggregated and de-identified in a manner that does not reveal any personally identifiable information about you, cannot be reasonably used to identify you as the source of such data or reveal, whether directly or indirectly, your identity, and does not reproduce or disclose Your Content in any recognizable form. In addition, you agree that Othelia may record, store, and review your questions and other inputs to the AI Features, including conversation history, the Output generated in response, any feedback you provide on Output, and the portions of Your Content retrieved to generate such Output (collectively, “Evaluation Materials”), to create Aggregated Usage Data and to monitor, evaluate, test, troubleshoot, and improve the quality, safety, and performance of the Services, and the license granted in Section 4(a) extends to such use for so long as Othelia retains the Evaluation Materials. Othelia is free (including after the termination of the TOS) to: (i) use Aggregated Usage Data to improve and enhance the Services, and for other development, diagnostic and corrective purposes in connection with the Services and other Othelia products and services; and (ii) disclose Aggregated Usage Data in connection with Othelia’s business, products and services. Othelia shall own all right, title, and interest (including all intellectual property rights) in and to the Aggregated Usage Data, but not in any Your Content from which it is derived, which remains your property.
6. USER CONDUCT AND RESTRICTIONS
(a) In your use of the Services, you will not:
(i) use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under this TOS;
(ii) reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;
(iii) interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;
(iv) provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet "links" to the Services or "frame" or "mirror" the Services on any other server, or wireless or Internet-based device;
(v) access the Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services;
(vi) take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure;
(vii) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services;
(viii) remove or obscure any proprietary notice that appears within the Services;
(ix) violate any applicable local, state, provincial, federal or international law or regulation, or any other contractual duty or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
(x) impersonate any person or entity, including Othelia personnel, or falsely state or otherwise misrepresent your affiliation with Othelia, or any other entity or person;
(xi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services; or
(xii) use the AI Features to: (A) attempt to bypass, disable, extract, or reveal any system prompts, safety measures, content filters, or usage limits, including through prompt injection or similar techniques; (B) extract or collect data, Output, or model responses for the purpose of training, developing, or improving any artificial intelligence or machine learning model; or (C) generate content that infringes, misappropriates, or violates the intellectual property, privacy, publicity, or other rights of any third party.
For the avoidance of doubt, Sections 6(a)(i) through 6(a)(viii) apply to your use of and interactions with the Services directly and do not apply to Your Content, or restrict or control anything you do with Your Content.
(b) You will not upload, post, email, store, transmit, or otherwise make available any content that:
(i) is illegal, including content that appears, or purports to contain, or links to sexually explicit or suggestive photographic or photorealistic images of real children;
(ii) infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party; or
(iii) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware.
(c) Othelia’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of this TOS by Othelia, and does not create a private right of action for any other party.
7. PAID FEATURES
(a) Paid Features. Othelia may offer premium features or services (“Paid Features”) through the Services. If you purchase a Paid Feature, you shall pay all agreed upon fees for all Paid Features ordered through the Services as set forth in the order confirmation page (“Fees”) in accordance with terms set forth herein and any additional terms set forth on the Services. You hereby authorize Othelia to charge your credit card on file for all Fees that become due and payable.
(b) Reoccurring Services. Some Paid Features may be offered as a reoccurring monthly or annual subscription (“Reoccurring Service”). If you opt in to a Reoccurring Service, you agree that the Reoccurring Service will be charged to your payment method monthly or annually until you cancel by providing thirty (30) days written notice to Othelia/through the Platform prior to your next recurring billing date. If you do decide to cancel your Reoccurring Service, you must cancel your Reoccurring Service prior to 11:59 p.m. UTC on the day that is thirty (30) days before your next recurring billing date in order to avoid being charged for the next billing period. If you do not timely cancel your Reoccurring Service, one more Reoccurring Service Fee will be processed, without any additional action by you, and you authorize Othelia and the Payment Processor to charge your payment method for such Fees.
(c) Payment Terms and Third Party Providers. All payments will be made in United States dollars and are non-refundable and non-cancelable, except as otherwise specifically set forth in this TOS. No refunds or credits will be issued for partial months of Service, or unused months on an inactive account. You hereby: (i) acknowledge and agree that Othelia use or may use an applicable third-party payment processor (the “Payment Processor”) in connection with our collection of Fees; (ii) acknowledge and agree that Othelia will not be responsible for any payments, fees or penalties as a result of your failure to provide up-to-date and accurate information to our Payment Processor; and (iii) acknowledge and authorize Othelia and the Payment Processor to charge all Fees to your chosen payment method, including the monthly or annual Fees charged on a reoccurring basis for Reoccurring Services without further authorization from you. We reserve the right to change Payment Processors at any time.
(d) Taxes. Unless otherwise stated by Othelia, Paid Features sold by Othelia are subject to sales tax in accordance with applicable laws. Othelia may not collect sales or use taxes in all jurisdictions. For jurisdictions imposing sales or use taxes, your purchase is subject to use tax unless it is specifically exempt from taxation. Your purchase is not exempt merely because it is made over the Internet or by other remote means. Many jurisdictions require purchasers to file a sales/use tax return at the end of the year reporting all of the taxable purchases that were not taxed and to pay tax on those purchases. Details of how to file these returns may be found at the websites of your respective taxing authorities. The sales tax indicated on the checkout page is an estimate. The sales tax ultimately charged to your credit card will be calculated when your credit card charge is authorized and will reflect applicable taxes.
8. FEEDBACK
If you elect to provide or make available to Othelia any suggestions, comments, ideas, improvements or other feedback relating to the Services (“Feedback”), Othelia shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.
9. DEALINGS & OTHER USERS
(a) Interactions Between Users. The Service may be used to interact with other users, including by sharing content or collaborating with other users. However, users interact solely between themselves, and Othelia is not a party to any interactions between users. Once you elect to share Your Content with another user: (i) Othelia is not responsible such user’s use, disclosure, or other exploitation of Your Content; and (ii) such user may retain access to or copies of Your Content, even if you remove or delete Your Content from the Services.
(b) User Authentication. Othelia does not verify or authenticate any user, including any their identity, personal information, or any Data or Output provided or received by users. You are advised not to share Your Content or personal information with individuals you do not trust. Similarly, you should avoid interacting with or access the Data or Output of unknown or untrusted users. You understand and agree that you are solely responsible for determining with whom you share Your Content with and for your interactions with or access to other users’ Data or Output. Furthermore, you accept full and sole responsibility for independently evaluating, deciding, and assessing whether to engage with other users.
(c) Release. Othelia hereby expressly disclaims, and you hereby expressly release Othelia and its affiliates from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm and/or damages arising from and/or in any way related to disputes, dealings, or interactions between you and any other users or third parties, whether arising from your access to other users’ data, other user’s access to Your Content, or otherwise.
10. DEALINGS WITH ADVERTISERS & OTHER THIRD PARTIES
The Services may include or provide access to third party products, services, content, or offerings, including advertising for such (“Third Party Services”). You acknowledge that different terms of use and privacy policies may apply to your use of such Third Party Services and that such terms and policies are solely between you and the advertiser or other third party. You agree that Othelia does not endorse and is not responsible or liable for any issues related to Third Party Services.
11. AI FEATURES & AI SERVICE PROVIDERS
Certain features of the Services, including Ask Othelia, use artificial intelligence (the “AI Features”). The AI Features may be powered by models provided by third parties (“AI Service Providers”), which may change from time to time. Output generated by the AI Features may be generated by third-party models, and any Output may be inaccurate, incomplete, or misleading, and may misstate or misattribute the contents of Your Data. You are solely responsible for reviewing and evaluating Output before relying on or using it. When you use the AI Features, your questions, conversation history, and relevant portions of Your Content, including any personal data they contain, are sent to AI Service Providers for processing. Your Content is stored and processed in the United States. AI Service Providers may process Your Content in the United States and in other countries where they or their service providers operate. You consent to such transfer and processing. The Privacy Policy describes the countries in which your data may be processed and the safeguards that apply. Othelia engages AI Service Providers under terms that prohibit them from using Your Content to train their models. Othelia does not use Your Content to train any artificial intelligence model. Othelia may select, change, or route requests among AI Service Providers and models at its discretion and does not guarantee that any particular model will be used.
12. INDEMNIFICATION
You shall indemnify and hold Othelia and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Othelia Parties”) harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any third party claim, demand, or action due to (a) Your Content; (b) your violation of this TOS, any law or regulation, or any rights (including intellectual property rights) of another party; or (c) your use of the Services, except as expressly permitted in this TOS.
13. DISCLAIMER OF WARRANTIES
(a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTHELIA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(b) OTHELIA PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (III) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.
(c) ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING ANY OUTPUT, IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. OUTPUT MAY CONTAIN ERRORS OR INACCURACIES, INCLUDING STATEMENTS ABOUT YOUR CONTENT THAT ARE INCORRECT. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT, INCLUDING OUTPUT, BEFORE TAKING OR OMITTING ANY ACTION.
(d) THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE DATE YOU FIRST ACCEPT THIS TOS (UNLESS SUCH LAW PROVIDES OTHERWISE).
14. LIMITATION OF LIABILITY
(a) OTHELIA PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF OTHELIA PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL OTHELIA PARTIES’ TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS TOS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED THE AMOUNT PAID BY YOU TO OTHELIA FOR ACCESS TO THE SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.
(b) THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(c) If you are a consumer, nothing in this TOS excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by any applicable law that cannot lawfully be excluded, restricted, or modified (“Non-Excludable Rights”). Sections 13 and 14 apply to you only to the extent permitted by applicable law. To the extent Othelia is permitted by applicable law to limit its liability for a failure to comply with a Non-Excludable Right, Othelia’s liability is limited, at Othelia’s option, to supplying the Services again or paying the cost of having the Services supplied again.
15. SUSPENSION & TERMINATION
(a) Either party may terminate this TOS at any time. You can terminate this TOS by deactivating your account. If you have purchases Reoccurring Services, any termination for convenience shall be effective upon the cancellation or termination of the Reoccurring Services.
(b) If you violate this TOS, Othelia may, with or without notice to you, immediately suspend or terminate your access and use of the Services.
(c) Othelia reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and Othelia shall not be liable to you or any third party for any such modification or discontinuance.
(d) When this TOS is terminated, including termination by you, we cannot restore access to your account, Your Content, or any other Data you had access to through the Services, and we will not be liable for any loss of Your Content or other Data. Upon termination of this TOS for any reason: (i) Othelia, in its sole discretion, may remove and discard Your Content and information; (ii) you will immediately cease your use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of this TOS shall survive such expiration or termination. Further, you agree that that Othelia shall not be liable to you or any third party for any termination of your account or access to the Services.
16. GOVERNING LAW
This TOS shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Texas, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this TOS, regardless of the states in which the parties do business or are incorporated.
17. BINDING ARBITRATION & CLASS ACTION WAIVER
(a) ALL CLAIMS ARISING IN CONNECTION WITH THIS TOS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
(b) The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
(c) WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
(d) Notwithstanding anything to the contrary, you and Othelia may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 17.
(e) If Othelia implements any material change to this Section 17, such change shall not apply to any claim for which you provided written notice to Othelia before the implementation of the change.
(f) If you are a consumer who resides outside the United States, Sections 17(a) through 17(c) apply to you only to the extent permitted by the mandatory laws of your country of residence. Nothing in this Section 17 deprives you of the protection of any mandatory consumer protection law of your country of residence, or of any right under such law to bring proceedings in the courts of your country of residence.
18. LEGAL COMPLIANCE
You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where any product or service is delivered or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
19. U.S. GOVERNMENT ENTITIES
This section applies to access to or use of the Services by a branch or agency of the U.S. Government. The Services includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the U.S. Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The U.S. Government shall acquire only those rights set forth in this TOS with respect to the such items, and any access to or use of the Services by the U.S. Government constitutes: (i) agreement by the U.S. Government that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.
20. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been made publicly available through the Services in a way that constitutes copyright infringement, please provide Othelia’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Services; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact Othelia’s Agent for Notice of Copyright Claims. Othelia’s Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
Email: copyright@Othelia.com
21. CALIFORNIA USERS & RESIDENTS
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
22. GENERAL PROVISIONS
This TOS constitutes the entire agreement between you and Othelia concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Othelia with respect to such subject matter. In the event of any conflict between or among this TOS and any end user license agreement, privacy policy or usage guidelines to which this TOS refers, the terms and conditions of this TOS shall take precedence and govern. This TOS may not be amended by you except in a writing executed by you and an authorized representative of Othelia. Except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this TOS. For the purposes of this TOS, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under this TOS without the prior written consent of Othelia. The failure of Othelia to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. If any provision of this TOS is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this TOS. Any prevention of or delay in performance by Othelia hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.