These Terms of Use (“Terms of Use”) explain a contractual agreement between you (“you”, “your”) and Othot, Inc. (“Othot” “we” or “us”) regarding your use of othot.com and any site that is hosted as a subdomain of othot.com (collectively “Othot Domain”) and your access to the content available on the Othot Domain which in some instances is only accessible by certain users, as determined by us in our sole discretion.

You should print a copy of these Terms of Use for your records. Please note, however, that these Terms of Use may be updated and amended from time to time as provided herein.

1. Agreement to Terms of Use

By viewing, accessing, or otherwise using the Othot Domain, you agree to be bound by these Terms of Use as amended from time to time. Furthermore, when you access the Othot Domain, you specifically acknowledge your agreement with the most current version of these Terms of Use. The failure to include a specific acknowledgement at any point on the Othot Domain shall not be construed to diminish the applicability or effectiveness of the current version of these Terms of Use.

You acknowledge that the organization you represent in connection with your use of the Othot Domain (“Organization”) is also bound by these Terms of Use. Any references to “you” include your Organization.

There may be a separate written agreement between your Organization and us (“Customer Agreement”) which contains terms which apply to the provision of services by us, including but not limited to access to Othot Domain. The application for which the Customer Agreement applies will also contain terms of service (the “Terms of Service”). All terms contained in the Customer Agreement and the Terms of Service will apply to your use of Othot Domain, and in the event of any conflict between the Customer Agreement (including the Terms of Service) and these Terms of Use, the Customer Agreement (including the Terms of Service) will prevail.

2. Changes to Terms

We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms of Use at any time. Please check these Terms of Use periodically for changes. Your continued use of the Othot Domain after the posting of changes to these Terms of Use will mean you agree to abide by those changes. Any amendment to these Terms of Use by you must be agreed to by us in writing.

3. Your Account

In order to access the Othot Domain, you will be asked to create an account and login credentials such as an account identifier and a password. You are responsible for maintaining the confidentiality of your login credentials. You accept responsibility for all activities that occur under your account using your login credentials. In the event that you know or have a reasonable suspicion that a third party has obtained your login credentials, you must immediately notify us at support@othot.com. If we have reasonable grounds for believing that you have misused or are misusing your login credentials, we may require you to change your login credentials or may suspend your access to the Othot Domain. You will not create an account for anyone other than yourself or your Organization without our permission.

We may, in our sole discretion and at any time, terminate your access to Othot Domain with or without notice. You agree that any termination of your access may be affected without prior notice, and you agree that we shall not be liable to you or any third-party for any such termination. If you commit fraud or falsify information in connection with your use of the Othot Domain, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, and to pursue legal action through relevant local and national law enforcement authorities.

4. Information That You Provide to Us and Privacy Policy

In addition to information provided by you as part of the creation of an account, you may be asked to provide us with certain information pertaining to your Organization’s operations and energy needs such as, for example, load information, facility operations, data submission information, or similar information (“Organization Information”).

You must not provide any false or inaccurate Organization Information. We will maintain Organization Information in accordance with our Privacy Policy. By agreeing to these Terms of Use, you also agree to our Privacy Policy which is incorporated herein by reference. Like these Terms of Use, the Privacy Policy is subject to change from time to time. Your continued use of the Othot Domain constitutes your acceptance to any changes to the Privacy Policy.

5. Limitations on Use of the Othot Domain

You may only use Othot Domain to review information regarding a proposed business relationship between your Organization and us, or to manage the business relationship between your Organization and us (“Authorized Use”). The Customer Agreement and/or the Terms of Service may contain additional restrictions on use of information provided through Othot Domain.

Any information provided by us as part of your use of the Othot Domain is intended as supplemental information, is made available for such use as you may elect, and is not intended to replace any of your Organization’s other procedures for engaging in its business. The accuracy or value of such information is based on many factors including the availability and accuracy of third party data. In no event shall we have any liability to you, your Organization, or to any third party for the accuracy or value of information received through Othot Domain and it shall be in your sole and absolute discretion whether to rely upon any information made available by us, to such degree as you may elect.

You must not sublicense, distribute, sell, modify, or alter any content that you receive via the Othot Domain. The reports and information generated by us may include or be based on data licensed from third party, and your use of any information that includes third party data may be subject to additional requirements of the third party licensors. You must not use the Othot Domain for any unlawful purpose or for any purpose that is prohibited by these Terms of Use.

6. Intellectual Property

Othot or its licensors own all the intellectual property rights in the Othot Domain and information provided via the Othot Domain, including, without limitation, all rights, title and interest in and to all copyrights, trademarks, trade secrets, patents and any other proprietary rights in the Othot Domain, the software comprising the Othot Domain and the content therein and provided to you. All trademarks, service marks, trade names, logos and trade dress, whether registered or unregistered (collectively, the “Marks”) that appear via the Othot Domain are proprietary to Othot Domain, its affiliates, or its licensors. You must not display or reproduce the Marks unless we provide you with prior written consent to do so. You must not remove or otherwise modify any trademark, copyright or other notices from any content that you receive via the Othot Domain.

7. Disclaimer of Warranties

Othot makes no warranty, express or implied, with respect to the Othot domain or any information provided as part of your use of the Othot domain, including any implied warranty of merchantability or fitness for a particular purpose, warranties arising from course of dealing or usage of trade, and warranties of noninfringement. Othot does not warrant does not warrant that the Othot domain or any information provided through use of the Othot domain provided through use of the Othot domain is error-free, will run uninterrupted, or that all errors can or will be corrected.

8. Limitation of Liability

Othot and its affiliates shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data or other intangible losses (even if Othot has been advised of the possibility of such damages), arising out of your access to, use of, or inability to use the Othot domain. You agree that Othot’s total liability to you for any reason is limited to one thousand dollars ($1000).

9. Indemnification

You agree to indemnify, defend and hold harmless Othot, its affiliates and its licensors from any liability, loss, claim and expense (including reasonable attorneys’ fees) related to your use of the Othot Domain or your violation of these Terms of Use.

10. Links to Third Party Content

The Othot Domain may contain links to other services and content not operated or controlled by Othot (“Third Party Content”). The policies and procedures described in these Terms of Use or in Othot’s Privacy Policy may not apply to Third Party Content. You should contact the providers of Third Party Content directly for information concerning their policies. Our links to Third Party Content and use of Third Party Content does not imply that we endorse or have reviewed the Third Party Content.

11. Governing law, Arbitration and Jurisdiction

You recognize that, although the Internet can be accessed from anywhere in the world, the Othot is located in the Commonwealth of Pennsylvania, United States of America, and that when you access the Othot Domain, you are doing so in the Commonwealth of Pennsylvania, United States of America. These Terms of Use shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware without giving effect to any principles of conflict of law and the federal laws of the United States of America. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You further agree that any arbitration action brought by you arising out of or relating to these terms of use or the Othot domain shall be filed only in Allegheny County, Pennsylvania, and you hereby consent and submit to the personal jurisdiction and venue in Allegheny County, Pennsylvania.

12. Miscellaneous

Headings are for reference purposes only. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable materials. Specifically, you agree to comply with all applicable laws regarding the transmission of technical or other data exported from the United States or the country in which you reside. These Terms of Use, and any web pages or other documents incorporated by reference, and the Customer Agreement/Terms of Service if applicable, sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

Contact Us

Questions or comments about the website Terms of Use may be directed to Othot at support@othot.com or mailed to the address below:

Othot, Inc.
400 Lydia Street, Suite 202
Carnegie, PA 15106

Effective date: July 2018