Otterize Terms of Use

Last updated on: Mar 5, 2024

In Short

Otterize.com Ltd. and/or its corporate affiliates ("Otterize", "We", "Us" or "Our”) operate the Services (as defined below). The user's ("You" or "Customer") subscription to or use of the Services (including installation of any of our software or components) constitutes Your agreement to these Terms of Use, which govern Your use of the Services (the "Terms").
For paid accounts, You will be charged on a monthly or yearly basis, as set out in the specific Order Form between You and Otterize or in Customer's online subscription to the Services (the "Order Form"). You can cancel Your Account with Otterize (the "Account") anytime, but there are no refunds. We may change these Terms, the Services, and our prices at any time, with or without notice (as applicable), all as permitted and in accordance with these Terms. If You do not accept such changes, You can terminate Your Account. By continuing to access or use the Services, You agree to the revised Terms. If You have any question about the Terms, please contact us at: [email protected]

Definitions

• "Beta Offerings" mean services or features that Otterize offers on an alpha, beta, preview or an early access basis.
• "Content" means all files, data, material, information submitted, uploaded and stored by You through the Services.
• "Open Source" mean open source, copyleft or community source code (including but not limited to any libraries or code, software, technologies or other materials that are licensed or distributed under GPL, LGPL, Apache, MIT or similar license arrangement or other distribution model described by the Open Source Initiative at www.opensource.org, including the license provided to You, if applicable, under Otterize's Contributor License Agreement.
• The "Services" mean the use of our website located at https://otterize.com/, Otterize Cloud, Otterize OSS and all services, platforms, applications, products, tools, blog, documentation, and any software (as applicable) offered by Otterize in connection to any of those.

1. Your Account with Otterize

a) You must be human. Registration to an Account via automated methods is forbidden.

b) You may use the Services only if You are 18 or older (or otherwise not a minor according to the laws of your jurisdiction) and are able to form a binding contract.

c) If you use the Services on behalf of another individual or entity, you must have the authority to accept the Terms on their behalf.

d) You are not permitted to use or access the Services if legally prohibited to do so under the laws of any jurisdiction, including the country in which You are resident or from which You use the Services.

2. Use of the Services

a) You must provide us with accurate and complete information in order to create the Account and to use the Services.

b) You agree to keep Your Account information up to date and accurate.

c) You must safeguard and not disclose Your Account username and password outside your organization (as applicable), and You must supervise the use of such Account.

d) You agree to comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control.

e) You agree to pay Otterize's Fees for the Services (if applicable), when due.

f) You agree to use reasonable security precautions when providing access to the Services.

g) You may not engage in any activity that disrupts or interferes with the Services or other users' use thereof.

h) You must notify us immediately of any unauthorized use of Your Account or any other breach of security.

i) You will comply with the quotas and usage limits of the Services set out by Otterize. Otterize reserves the right to enforce such quotas and usage limits (to any resources, including API) at its sole discretion, with or without notice, which may result in Otterize terminating, limiting or suspending Your usage of the Services for any amount of time.

j) You may not share the Account with multiple people beyond the number of permitted users or otherwise access the Services in a manner intended to avoid incurring fees.

3. License; Use Obligations and Restrictions

a) Subject to Your compliance with the Terms, Otterize grants You a personal, non-exclusive, non-transferable, non-sublicensable, limited, revocable license to use the Services provided to You by Otterize. This license is provided solely for the purpose of providing You with the Services for your internal business purposes. If any of the Services is offered under an Open Source license, use of such Service shall be governed by the terms set out in Appendix A below, which will supersede any provisions to the contrary herein.

b) All rights not expressly granted to You under these Terms are reserved by Otterize and its licensors. We and our licensors reserve all rights, title and interest to the Services and any of intellectual property rights related to them, excluding Your Content. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain our proprietary information. The Terms do not convey to You any proprietary interest in or to our or our licensors' intellectual property rights, and nothing in the Terms constitutes a waiver of our intellectual property rights under any law.

c) Use Restrictions: You may not, whether by yourself or anyone on Your behalf, directly or indirectly: (a) sell, resell, or lease the Services (including any API keys and Account info) or access or attempt to access the Services other than as set out in the Terms or an Order Form; (b) circumvent or attempt to circumvent any access or usage restrictions put into place by Otterize or our licensors to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, fraudulent or harmful or Content that violates, infringes or misappropriates any person’s rights, including privacy rights and intellectual property rights; (d) attempt, in whole or in part, to disable, impair, or damage the Services or other users' use thereof; (e) use the Services to develop any service or product that competes with Otterize; (f) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof (g) use any automated or manual process or system, including web scraping and web data extraction methods, whether operated by a third party or otherwise, to extract any data from the Services without Otterize's prior written consent.

4. Fees and Payments

a) Depending on the specific Services provided, Beta Offerings or Open Source Services may be provided to You without charge up to certain limits. Other forms of Services may also be subject to limits, as set out in the Order Form. Usage over this limit or of certain paid functions, requires Your purchase of additional resources or services via payment of additional Fees.

b) You shall pay all fees charged to your Account (the "Fees") and authorize Otterize to charge the Fees using Your selected payment method for all purchased forms of Services. You shall provide us with complete and accurate billing and payment information for such purpose.

c) Fees are non-refundable, except as required by law.

d) Fees are due upon invoice. We have the right to correct pricing errors or mistakes, even if we have already issued an invoice or received payment for such Fee.

e) The Fees exclude taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. You shall be responsible for payment of all such taxes, levies, or duties, provided that Otterize shall also be permitted to charge such applicable taxes on top of the Fees, to the extent required or permitted under applicable law.

f) You acknowledge and agree that any billing and payment information that You provide to Otterize may be shared by Otterize with our affiliates and companies who work on our behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Otterize and servicing Your subscription.

g) If your payment of the Fees cannot be completed, or if you usage exceeds the quota or limits (if any), we will provide you with written notice and may suspend or limit Your access to the Services (at our sole discretion) until payment is received. If Fees are due and unpaid for more than ten (10) days, it shall be considered a material breach of these Terms.

5. Data Protection and Privacy

Otterize shall handle personal data as necessary to perform the Services, in accordance with the terms of our Privacy Policy available at here https://otterize.com/privacy, as updated from time to time. If Your use of the Services involves processing of individuals' personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of the data, and you represent to Otterize that you are processing such data in accordance with applicable law.

6. Your Content; Usage and Aggregated Data

a) You shall be and remain the exclusive owner of all Your Content. You retain any and all rights You hold in the Content and You are responsible for protecting those rights.

b) You grant us a worldwide, non-exclusive, royalty-free license to manage, link, copy and otherwise use Your Content as required by us to provide You with the Services.

c) Otterize reserves the right to monitor the performance and use of the Services by Customers and collect data in connection therewith (the "Usage Data"). Otterize may combine this Usage Data with other data (including anonymized elements of Customer’s data stored on or shared with the Services), and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the "Aggregated Data"). You agree that Otterize may collect, use and publish such Aggregated Data; provided, however, that such usage shall not, directly or indirectly, identify Customer, any individual or Your Content.

7. Feedback

We may invite You or You may choose to provide us with feedbacks, comments or suggestions about the Services, including but not limited to ideas about improving the Services or our products ("Feedback"). By submitting the Feedback You grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.

8. Third Party Web Sites and Resources

The Services may include or involve third party web sites, platforms or resources. Otterize is not responsible for any act or omission of any third party, and does not endorse any advertising, products or other materials on or available from such web sites or resources. You retain sole responsibility for any collaborators or third-party services that You allow to view the Content and entrust them to such third parties at Your own risk. You shall be solely responsible for compliance with any third party's terms of use and privacy policies, and we waive all liability in this regard.

9. Our Copyright Policy

We respect the intellectual property rights of others and we request other to do the same. We have adopted a policy of, upon notice, restricting access to or deleting content that infringes a third party’s copyright and, in appropriate circumstances and at Otterize's sole discretion, terminating account holders or other users of the Services who are deemed to be repeat infringers of a third party’s copyrighted work.

If You believe that anything on the Services infringes any copyright that You own or control, please file a notice of such infringement containing the following information to [please insert email]. Such notice must include:

a) Identification of the work or material You allege has been infringed;

b) Identification of the material that is claimed to be infringing, including its location within the Services, with sufficient detail so that we are capable of finding it and verifying its existence;

c) Your contact information, including Your name, address, telephone number, and email address;

d) If You are not the copyright owner, a description of Your relationship to the copyright holder;

e) A statement that You have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or law;

f) A statement made under penalty of perjury that the information provided in the notice is accurate and that You are authorized to make the complaint on behalf of the copyright owner;

g) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.

10. Term and Termination

a) Unless otherwise modified in an Order Form, You may cancel Your Account at any time and for any reason. We may terminate these Terms and use of the Services at any time by providing you with a thirty (30) days' advance notice.

b) If You cancel the Services before the end of Your current paid up billing cycle, Your cancellation will take effect immediately and You will not be charged again.

c) We may immediately terminate Your access to the Services or the Account and the Order Form (if any) at any time if You either (i) materially breach Sections 2-5, 8-9 and 14 of these Terms (ii) upon the institution by or against You of insolvency, receivership or bankruptcy proceedings, (ii) upon You making an assignment for the benefit of creditors, (iii) upon Your dissolution or ceasing to do business or (iv) in the event of regulatory changes or changes in relationship with third party technology vendors or service providers which are outside of our control.

d) Termination or expiration of the Services shall not affect any rights or obligations of the parties, including the payment of Fees due, which have accrued up to the termination or expiration date. The Sections of these Terms which by their nature should survive termination or expiration shall survive, including but not limited to Sections 3(b)., 7-9 and 13-16.

11. Modification of the Services

a) We may amend these Terms from time to time by posting a revised version on Otterize's website showing the date of such modification.

b) We may change any Beta Offerings, any Open Source licenses governing the Services and update any Services from time to time, without providing prior written notice to You.

c) Notwithstanding the above, we’ll notify You by email or through an in-product notice twenty-one (21) days in advance of any (i) Fee changes or changes to our payment policies or (ii) changes materially and adversely affecting your rights and obligations under those Terms, with such changes only becoming effective twenty-one (21) days after we send the notice (other than price changes due to legal reasons or changes to Beta Offerings or Open Source Services, which will become effective immediately). Otterize shall not be liable to You or to any third party for such changes to the Terms or Services.

d) By continuing to access or use the Services, You agree to such modification.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OTTERIZE, OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY CLOUD HOSTING PROVIDERS. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST, DAMAGED OR ALTERED.

YOU CONFIRM THAT, IN AGREEING TO ACCEPT THESE TERMS, YOU HAVE NOT RELIED ON ANY REPRESENTATION EXCEPT AS HAS EXPRESSLY BEEN MADE BY OTTERIZE IN THESE TERMS.

13. Limitation of Liability

IN NO EVENT WILL OTTERIZE, ITS AFFILIATES OR LICENSORS BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF OTTERIZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL BREACH, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT GREATER OF (I) US$100 OR (II) THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Indemnification

You will indemnify, defend, and hold harmless Otterize, its affiliates, employees, advisors and agents from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that Your Content or Your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that Your use of the Services is in violation of these Terms.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from these Terms shall be brought exclusively before the courts of Tel Aviv, Israel, provided that, if your Order Form is with Our affiliate Otterize, Inc., or if you are located in the US or Canada, these Terms shall be governed by the laws of the State of New York, without regard to its conflict of laws principles, and be subject to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of New York .

16. General

a) You may not use Otterize's or any of our affiliates’ names, logos, or trademarks, without our prior written consent.

b) If any part of these Terms will be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.

c) No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.

d) Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between You and Otterize.

e) These Terms, including any Appendix thereto and any document incorporated by reference, contain the entire agreement between Otterize and You relating to Your use of the Services and, other than any applicable Order Forms, supersedes any and all prior or contemporaneous agreements, communications, or understandings agreements between Otterize and You in relation to the same.

f) You may not assign your rights or delegate Your obligations under these Terms without Otterize’s prior written consent, other than in relation with a merger or change of control. Any purported assignment contrary to this section will be null and void.

g) If you are an entity or acting on its behalf, Otterize may issue publicity or general marketing communications concerning its involvement with You or such entity. In addition, Otterize may use Your logo in publications of Otterize’s customers.

Appendix A – Additional Terms of Use

• Otterize OSS: Otterize OSS is distributed under Apache Version 2.0 Open Source license (http://www.apache.org/licenses/LICENSE-2.0.txt), as updated from time to time. Use of Otterize OSS is subject to the terms of that license and is not subject to the restrictions in Sections 3(j) and 4(b) Zof the main Terms.