Website Terms of Service

Welcome to www.otem.co.uk, a website of Edusensys Ltd. (“Otem,” “we,” or “us”). This page explains the terms by which you may use our website (collectively the “Site”). By accessing or using the Site, you signify that you have read, understood, and agree to be bound by this Website Terms of Use (the “Website Terms of Use”) and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user of our Site. Otem reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below. These Website Terms of Use applies to all visitors, users, and others who access and/or use the Site (“Visitors”).

For purposes of clarity, these Website Terms of Use apply only to your use of the Site. If you are an end-user of our web and/or mobile software and services, which allow our business partners (“Customers”) to vet and verify the identities and credentials of individuals (the “Service”), then, in addition to these Website Terms of Use, you must read, understand, and agree to the User Terms of Service(the “Terms of Service”), which shall govern your use of the Service. If you are one of our Customers, our separate written agreement with you shall govern your access to and use of the Service.

Please read these Website Terms of Use carefully to ensure that you understand each provision. These Website Terms of Use contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. USE OF OUR SITE
A. Eligibility

This is a contract between you and Otem. You must read and agree to these terms before using the Site. If you do not agree, you may not use the Site. You may use the Site only if you can form a binding contract with Otem, and only in compliance with these Website Terms of Use and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Site by anyone under 13 is strictly prohibited and in violation of these Website Terms of Use. The Site is not available to any Visitors previously removed from the Site by Otem.

B. Access to the Site

Subject to the terms and conditions of these Website Terms of Use, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site for your personal, noncommercial use only and as permitted by the features of the Site. Otem reserves all rights not expressly granted herein in the Site and the Otem Content (as defined below). Otem may terminate this license at any time for any reason or no reason.

C. Site Rules

You agree not to engage in any of the following prohibited activities: 

  1. copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”;

  2. (using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to the Otem servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Otem grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from otem.co.uk  for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); 

  3. transmitting spam, chain letters, or other unsolicited email; 

  4. attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; 

  5. taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; 

  6. uploading invalid data, viruses, worms, or other software agents through the Site; 

  7. collecting or harvesting any personally identifiable information, including account names, from the Site; 

  8. using the Site for any commercial solicitation purposes; 

  9. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; 

  10. interfering with the proper working of the Site; 

  11. accessing any content on the Site through any technology or means other than those provided or authorised by the Site; or 

  12. bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.

We may, without prior notice, change the Site; stop providing the Site or features of the Site, to you or to Visitors generally; or create usage limits for the Site. We may permanently or temporarily terminate or suspend your access to the Site without notice and liability for any reason, including if in our sole determination you violate any provision of these Website Terms of Use, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Website Terms of Use.

You are solely responsible for your interactions with other Otem Visitors. We reserve the right, but have no obligation, to monitor disputes between you and other Visitors. Otem shall have no liability for your interactions with other Visitors, or for any Visitor’s action or inaction.

2. OUR PROPRIETARY RIGHTS

The Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Otem Content”), and all intellectual property rights related thereto, are the exclusive property of Otem and its licensors. Except as explicitly provided herein, nothing in these Website Terms of Use shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Otem Content. 

Use of the Otem Content for any purpose not expressly permitted by these Website Terms of Use is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Otem under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Otem does not waive any rights to use similar or related ideas previously known to Otem, or developed by its employees, or obtained from sources other than you.

3. PRIVACY AND SECURITY

We care about the privacy of our Visitors. You understand that by using the Sites you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United Kingdom.

Otem uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You should always use caution before sharing your sensitive personal information online.

The Site is controlled and operated from facilities in the United Kingdom. Otem makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United Kingdom and local laws and regulations, including but not limited to export and import regulations. You may not use the Site if you are a resident of a country embargoed by the United Kingdom, or are a foreign person or entity blocked or denied by the United Kingdom government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United Kingdom.

4. THIRD-PARTY LINKS AND INFORMATION

The Site may contain links to third-party materials that are not owned or controlled by Otem. Otem does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Site on or through any third-party website or service, you do so at your own risk, and you understand that these Website Terms of Use and Otem’s Privacy Policy do not apply to your use of such sites. You expressly relieve Otem from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions offered by any third-party, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third-parties. You agree that Otem shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

5. INDEMNITY

You agree to defend, indemnify and hold harmless Otem and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site, including any data or content transmitted or received by you; (ii) your violation of any term of these Website Terms of Use, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any content that is submitted by you including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Site with your unique username, password or other appropriate security code.

6. NO WARRANTY

The Site is provided on an “as is” and “as available” basis. Use of the Site is at your own risk. To the maximum extent permitted by applicable law, the Site is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Otem or through the Site will create any warranty not expressly stated herein. Without limiting the foregoing, Otem, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Site will meet your requirements; that the Site will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Site is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Site is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Site.

Otem does not warrant, endorse, guarantee, or assume responsibility for any product or site advertised or offered by a third party through the Site or any hyperlinked website or site, and Otem will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Some countries, nations and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. These Website Terms of Use gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under these Website Terms of Use will not apply to the extent prohibited by applicable law.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall Otem, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this Site. Under no circumstances will Otem be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site or the information contained therein.

To the maximum extent permitted by applicable law, Otem assumes no liability or responsibility for; 

  1. for errors, mistakes, or inaccuracies of content; 

  2. any personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our site; 

  3. any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; 

  4. any interruption or cessation of transmission to or from the Site; 

  5. any bugs, viruses, trojan horses, or the like that may be transmitted to or through our site by any third party;

  6. any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Site; and/or 

  7. the defamatory, offensive, or illegal conduct of any third party. In no event shall Otem, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Otem hereunder.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Otem has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These Website Terms of Use gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under these Website Terms of Use will not apply to the extent prohibited by applicable law.

Section 8 Governing Law is deep rooted in US enterprises and the industrial/business culture being protected against industrial and class action lawsuits.  I do not think it applied and can be omitted or amended/replaced to reflect a UK based statement for protecting Otem  

8. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER

A. Governing Law. The terms outlined here shall be governed by and interpreted according to the law of England and Wales and any disputes (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

B. DISPUTES. The Parties shall resolve any dispute, controversy or claim under the provisions of Section 17.2 of our Terms and Conditions. The procedures set forth in Sections 17.2 shall be the exclusive mechanism for resolving any Dispute that may arise from time to time.

The Parties shall first attempt in good faith to resolve any Dispute by negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within 14 days after one Party provides notice to the other Party of such Dispute , either Party may, by written notice to the other Party , refer such dispute to the Chief Operating Officer (or equivalent) of each Party (or their nominee designated in a written notice to the other Party).

C. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the site for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into these Website Terms of Use, you and Otem are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

9. GENERAL

**A. Assignment. **These Website Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Otem without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

B. Notification Procedures and Changes to these Website Terms of Use. Otem may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Otem in our sole discretion. Otem reserves the right to determine the form and means of providing notifications to our Visitors, provided that you may opt out of certain means of notification as described in these Website Terms of Use. Otem is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Otem may, in its sole discretion, modify or update these Website Terms of Use from time to time, and so you should review this page periodically. When we change these Website Terms of Use in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Website Terms of Use. Your continued use of the Site after any such change constitutes your acceptance of the new Website Terms of Use. If you do not agree to any of these terms or any future Website Terms of Use, do not use or access (or continue to access) the website or Otem product and services.

C. Entire Agreement/Severability. These Website Terms of Use, together with any amendments and any additional agreements you may enter into with Otem in connection with the Site, shall constitute the entire agreement between you and Otem concerning the Site. If any provision of these Website Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Website Terms of Use, which shall remain in full force and effect. 

D. No Waiver. No waiver of any term of these Website Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Otem’s failure to assert any right or provision under these Website Terms of Use shall not constitute a waiver of such right or provision.

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