OTTAGIVE TERMS AND CONDITIONS
You desire to use Ottagive.com’s on-line payment services via the Ottagive.com website (the “Ottagive.com Site”) as described thereon, including the ability to request services from participating service providers (“Providers”) via the Ottagive.com Site (collectively, the “Customer Services”), and the use of Ottagive.com’s user instructions and other documentation relating to the Customer Services which Ottagive.com may provide via the Ottagive.com Site or directly to you from time to time (the “Documentation”). You are permitted to use the Customer Services and the Documentation subject to the terms and conditions of these Customer Terms of Service. By using the Customer Services, you agree to all of the terms and conditions of these Customer Terms of Service, including the limitations on liability set forth herein. IF YOU DO NOT AGREE WITH THESE CUSTOMER TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE CUSTOMER SERVICES.
I. CUSTOMER SERVICES
i. Registration and Information Collected
In registering for the Customer Services and creating a password-protected customer user account (your "Customer Account"), you will be required to provide us with certain identifying information. Additional information will be collected from you in connection with your submission of a Payment Request, as described below. Our use of any information we collect from you in connection with the Customer Services is subject to the terms of our Privacy Policy.
ii. Payment Requests
After establishing a Customer Account, you may provide Ottagive.com with information to create a request to be sent to certain applicable Providers in order to obtain a payment for the performance of various services (a “Payment Request”). Such Payment Request information shall include your address, the address of the locations requiring the requested services, your service needs and requirements and all other information necessary for a Provider tocreate an informed payment on such services. You will be permitted to change your Payment Request information through your Customer Account at any timeprior to submitting a Payment Request to the Ottagive.com Site. By submitting a Payment Request, you represent and warrant that all information submitted in such Payment Request is true and correct. Upon your submission of a Payment Request, where appropriate for the services requested (e.g. roofing), Ottagive.com will submit the service address and location information to a third party aerial imaging service provider to provide images of the roof, building and surrounding areas of the location(s) for which the Payment Request is being submitted, along with calculated measurements of the subject matter of such images (based on the images), where applicable to the services requested (e.g. roof measurements) (the “Payment Request Images”). OTTAGIVE.COM'S COLLECTION OF INFORMATION FROM YOU IN CONNECTION WITH COMPILING YOUR PAYMENT REQUEST IS NOT INTENDED TO REQUIRE OR ENCOURAGE YOU TO PERFORM ANY DANGEROUS ACTIVITIES TO OBTAIN SUCHINFORMATION, SUCH AS CLIMBING UP TO OR WALKING ON YOUR ROOF. WHILE OUR INTENT IS TO GATHER INFORMATION FROM YOU THAT CAN BE OBTAINED THROUGH SAFE MEANS, IF YOU DETERMINE THAT THIS IS NOT THE CASE, PLEASE CONSULT WITH AND USE A TRAINED PROFESSIONAL TO GATHER SUCH INFORMATION.
iii. Providers
1.1. In accordance with this Section 1.4, Ottagive.com will share your Payment Request (including the Payment Request Images) with Providers to enable such Providers to prepare a payment for services in response to your Payment Request (“Payments”). Ottagive.com will share your Payment Request only with those Providers who have indicated that they have the appropriate qualifications and/or preferences to perform the services requested in your Payment Request. Payment Requests submitted to Providers shall not include any personally identifiable information, such as your name, address or contact information, however it is possible that Payment Request information or the Payment Request Images could unintentionally reveal or be used to discover some personally identifiable information. Neither Ottagive.com, nor its third-party providers, shall be liable for any information revealed by any Payment Request Images.
iv. Payment
Providers who have indicated qualifications and preferences aligned with your Payment Request shall have the opportunity to payment on your Payment Request for a period of time up to five (5) days from the date you submit your Payment Request on the Ottagive.com Site (the “Payment Period”). Within the Payment Period, if a Provider submits a Payment to Ottagive.com in response to your Payment Request, you will receive a notification from Ottagive.com that a Payment from such Provider is available to be viewed. Such notifications will be provided on a rolling basis within the Payment Period as Payments are received by Ottagive.com from Providers. In order to view any Payments submitted to Ottagive.com in connection with your Payment Request, you must pay the Payment Fee pursuant to Section 4 below. Payment of the Payment Fee shall allow you to view all Payments from each Provider submitted in connection with the applicable Payment Request. Each Payment will include the name and/or business of the Provider, the material conditions or criteria for the applicable services, the fees for such requested services and any other material terms and conditions applicable to such Provider's provision of services to you. Providers are instructed by Ottagive.com to (a) include in their Payments all fees necessary to perform the services requested, including local code permits, taxes and other fees, and (b) ensure that any Payment submitted via the Ottagive.com Site is valid for a minimum of five (5) days.
v. Selection of Payment; No Subversion
1.1. If you select a Payment from a Provider within the period of time in which such Payment is valid (a “Selected Payment”), Ottagive.com shall notify the applicable Provider promptly upon your selection of their Payment and provide such Provider with your contact information. Such Provider is required by Ottagive.com to contact you within two (2) business days after notification of such selection. Such Provider is also required to honor the Selected Payment and is prohibited from modifying such Selected Payment unless material conditions or criteria for the provision of the applicable services were not disclosed in your Payment Request, in which case modifications may be made solely to adjust for the conditions or criteria not disclosed. Selection of a Payment does not constitute an agreement between you and such Provider for the provision of the applicable services, and the Provider may require you to enter into a separate agreement with such Provider prior to the Provider’s performance of the applicable services. Under no circumstances will you use Provider information Ottagive.com provided to you through the Ottagive.com services to directly contact a Provider in direct circumvention of the Payment selection process on the Ottagive.com Site in order to solicit such Provider to perform the same or substantially similar services requested in your specific Payment Request. Such conduct will result in the immediate termination of your Customer Account and your access to the Customer Services. Providers are expressly prohibited from circumventing the Payment selection process as well, and are subject to additional penalties upon doing so.
vi. Availability and Accuracy of Payments
Payment submission is entirely within the discretion of the Providers, and Ottagive.com makes no representations, warranties or guarantees as to the availability of any Payments meeting your Payment Request requirements or that you will receive a minimum number of Payments by using the Customer Services. Further, while we require that all Providers using our Site represent to us that they will only submit accurate and truthful Payments, we do not and cannot verify the accuracy and truthfulness of such Payments and Provider information. We recommend that you verify the accuracy and truthfulness of any Payment and Provider information prior to commencing services with such Provider. While Ottagive.com requires Providers represent to us that they meet certain minimum criteria prior to submitting Payments via the Ottagive.com Site, such criteria is not always verified or verifiable by Ottagive.com, and Ottagive.com’s provision of the Customer Services in no way indicates an endorsement or warranty as to any Provider’s quality of services or a guarantee of a certain performance or workmanship standard. Ottagive.com is a matching service only and is not engaged in the provision of any services requested or identified in a Payment Request or any Payment. In addition to the foregoing, you acknowledge that because Ottagive.com does not review Payment Requests for accuracy or legal compliance, it is possible that the services and work product you request in your Payment Request may not be factually accurate or legally compliant. Ottagive.com hereby disclaims any and all liability pertaining to (a) the Provider supplied information contained in any Payment, (b) any inaccuracies in any Payment Request Images generated by a third party, (c) any inaccuracies in your Payment Request, (d) the legal compliance of your Payment Request, and (e) any and all acts or omissions of any Provider, including any Provider’s performance of services in connection with a Selected Payment. In order to help us improve the quality of the Customer Services, we ask that you notify us in the event of any such issue with a Provider, Payment Request or the services provided in connection with a Payment Request by sending a description of the problem and relevant Provider to support@Ottagive.com.
II. MODIFICATIONS TO THESE PROVIDER TERMS OF SERVICE
Ottagive.com may modify these Customer Terms of Service or any policy or other terms referenced in these Customer Terms of Service (collectively, "Additional Policies") at any time by posting a revised version of the Customer Terms of Service and the Additional Policies on the Ottagive.com Site. Unless otherwise set forth in these Customer Terms of Service, the revised terms shall be effective (a) ten (10) days after posting and/or notifying you of the changes; or (b) upon your acceptance if Ottagive.com provides a mechanism for your immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button. By continuing to use or receive the Customer Services after the effective date of any revisions to these Customer Terms of Service or any Additional Policies, you agree to be bound by the revised Customer Terms of Service or any revised Additional Policies. It is your responsibility to check the Ottagive.com Site regularly for changes to these Customer Terms of Service or the Additional Policies, as applicable. If you disagree with any modifications to these Customer Terms of Service, your sole and exclusive remedy shall be to terminate the receipt of Customer Services in accordance with Section 12 herein.
III. LICENSE
i. Grant
Subject to the terms and conditions of these Customer Terms of Service, Ottagive.com grants to you a non-exclusive, non-transferable license during the Term, without the right to sublicense, to (a) use the software and other technology supplied by Ottagive.com (the “Ottagive.com Platform”) solely for the purposes of accessing and using the Customer Services; and (b) use the Documentation in connection with your use thereof. Except for the limited licenses granted hereunder, Ottagive.com reserves all rights not expressly granted and no such additional rights may be implied.
ii. Ownership
You acknowledge that (a) all right, title and interest in and to the Customer Services, including the Ottagive.com Platform and Documentation therein, and all patents, copyrights, trade secrets, trademarks and other proprietary rights embodied therein or associated therewith, are and shall remain with Ottagive.com or its third party licensors; (b) no right or interest in the Customer Services or the Ottagive.com Platform is conveyed other than the limited licenses granted herein; (c) the Customer Services and the Ottagive.com Platform are protected by copyright and other intellectual property laws; and (d) the Customer Services and the Ottagive.com Platform embody valuable confidential and secret information of Ottagive.com or its licensors, the development of which required the expenditure of considerable time and money.
iii. No Modification
You shall not (a) modify or alter the Ottagive.com Platform; (b) create derivative works of the Ottagive.com Platform; (c) decompile, disassemble, decode or reverse engineer the Ottagive.com Platform, translate the Ottagive.com Platform or otherwise attempt to learn the source code, structure, algorithms or internal ideas underlying the Ottagive.com Platform or reduce the Ottagive.com Platform by any other means to a human-perceivable form; (d) frame or use any framing technique to enclose the Ottagive.com Platform or other Ottagive.com proprietary information; or (e) bypass, delete or disable any copy protection mechanisms or any security mechanisms.
iv. Certain Other Obligations
You (a) shall not sell, transfer, lend, provide or otherwise make available to thirdparties, the Customer Services or any components thereof; (b) shall not obscure, alter or remove any notice of any copyright, trademark, trade name, service mark, logo, or other intellectual property or proprietary right designation appearing on or contained within the Customer Services, the Ottagive.com Platform, the Documentation or on any other Ottagive.com materials; and (c) shall take all reasonable precautions to prevent unauthorized or improper use of the Customer Services.
v. Non-Assertion
During and after the term of these Customer Terms of Service, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against Ottagive.com or any of its customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), licensors, sublicenses or transferees, any patent infringement or other intellectual property infringement or invalidity claim with respect to the Ottagive.com Platform or the Customer Services.
vi. License to Content
You hereby grant to Ottagive.com a royalty-free, worldwide, license to use and display any content submitted by you via your Customer Account for display to Providers via the Ottagive.com Site.
vii. Feedback and Comments
In the event you elect, in connection with any of the Customer Services, to communicate to Ottagive.com suggestions for improvements to the Customer Services (“Feedback”), Ottagive.com shall be entitled to use the Feedback without restriction, even if you have designated the Feedback as confidential. You hereby grant to Ottagive.com a royalty-free, sublicensable, transferable, perpetual, irrevocable license in and to the Feedback to use in any manner related to the operation of its business. In addition, Ottagive.com hereby disclaims any and all liability for any comments, drawings, depictions, audio clips or other content made available on the Ottagive.com Site by users of the Ottagive.com Site, including by Providers.
IV. FEES AND BILLING
i. Customer Accounts
Ottagive.com reserves the right to modify its fees for establishing a Customer Account at any time in its discretion, and your continued use of the Customer Services shall be dependent on payment of such new fees.
ii. Bed, Fee, Deposit
In order to view any Payments in connection with a Payment Request, you will be required to pay Ottagive.com a one-time payment of the then-current payment fee (“Payment Fee”). The current Payment Fee is set forth on the Ottagive.com Site's Customer Rate Page. Ottagive.com may change the Payment Fee at any time in its discretion. The Payment Fee grants you the right to view and access to all Payments pertaining to a single Payment Request, irrespective of the number of such Payments. You will be liable for payment of one (1) Payment Fee per Payment Request submitted in order to view any Payment or set of Payments related to each such Payment Request submitted. For Selected Payments, such Provider is obligated by Ottagive.com to credit the amount of your Payment Fee against the total fees you will be charged by the applicable Provider for the services performed under a Selected Payment. As such, Providers are required by Ottagive.com to reduce any applicable invoice or bill to you by the value of the Payment Fee. You are only entitled to receive such credit once per Payment Request. In the event services under a Selected Payment are not performed, and you make a subsequent Payment selection based on the Payments provided in connection with the original Payment Request, the Payment Fee shall apply as a credit on any invoiced amounts for services performed under the subsequent Selected Payment. Notwithstanding the foregoing, the Payment Fee is in consideration for your access to Payments, and not for any services performed in connection with a Payment. As such, the Payment Fee is non-refundable, and Ottagive.com shall not be liable for any refund of the Payment Fee, regardless of whether any services are performed in connection with a Payment Request. If you elect to pay the Payment Fee, you will be required to provide valid billing information (i.e., credit card, billing address or other payment account information).
V. USE OF THE SERVICE
i. Communications
You are responsible for obtaining and maintaining all of the appliances, hardware, software and services that you may need to access and use the Customer Services. Without limiting the foregoing, you must obtain and maintain, and pay all charges, taxes and other costs and fees related to, Internet access, telephone, computer, and other equipment, and any communications or other charges incurred by you to access and use the Customer Services.
ii. Passwords
You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other credentials and login information (collectively, “Passwords”) that have been provided to you or that are generated in connection with your use of the Customer Services. You will not disclose or make available your Passwords other than to your authorized employees, if applicable, and shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Passwords or the Customer Services. You are fully responsible for all activities that occur in connection with your Passwords. Without limiting the foregoing, you are responsible for all charges applicable to data and information transmitted to and stored under your Customer Account.
iii. Provider Reviews
If a Provider performs services for you in connection with your use of the Customer Services, we may contact you to request a testimonial or review of your experience and customer satisfaction with such Provider (“Provider Reviews”). Your submission of a Provider Review is entirely voluntary. Ottagive.com shall own all content in any Provider Reviews that you provide to Ottagive.com and shall be entitled to use such Provider Review without restriction, including posting such Provider Review on the Ottagive.com Site. Ottagive.com does not publish any personally identifiable information in connection with your Provider Review unless you submit such information in the Provider Review itself. By submitting a Provider Review, you warrant that all information contained in such review is truthful and correct. You shall not submit a Provider Review that is false, defamatory, libelous unfairly negative or otherwise inaccurate. You represent and warrant that in submitting a Provider Review, you have not been unduly influenced by Provider to submit such review, including through the payment of money or other consideration (e.g., discounts, additional services, etc.). Your submission of Provider Reviews is subject to the prohibition on activities set forth in Section 5.6 below.
iv. Downtime
Ottagive.com may suspend or limit access to the Customer Services for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the Customer Services for any reason, including as a result of power outages, system failures, maintenance, upgrades or other interruptions.
v. Suspension, Limitation or Termination
Ottagive.com may, without liability to you, immediately suspend, terminate or limit access to your Customer Account or the Customer Services at any time in the event (a) Ottagive.com determines that the Customer Services are being used in violation of applicable federal, state or local law or ordinance, these Customer Terms of Service, or any agreement applicable to the Customer Services; (b) Ottagive.com determines that the Customer Services are being used in an unauthorized or fraudulent manner or that you have submitted fraudulent or inaccurate information to Ottagive.com or the Providers; (c) Ottagive.com determines that your use of the Customer Services adversely affects Ottagive.com’s equipment or service to others; (d) Ottagive.com is prohibited by an order of a court or other governmental agency from providing the Customer Services; (e) of a denial of service attack or any other event which Ottagive.com determines, in its sole discretion, may create a risk to the Customer Services or to any other customers if the Customer Services were not suspended; or (f) of a security incident or other disaster that impacts the Customer Services or the security of User Data. In addition, Ottagive.com shall have the right to immediately deny or suspend access to your Customer Account if you breach these Customer Terms of Service. Ottagive.com shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of your use of the Customer Services in accordance with these Customer Terms of Service.
vi. Prohibited Activities
You may not use the Customer Services (a) in violation of these Customer Terms of Service, including usage that exceeds storage volume limits or other parameters and restrictions described in any Documentation or on the Ottagive.com Site; (b) to infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy; (c) to violate any law, statute, ordinance or regulation; (d) to store or post defamatory, inflammatory, trade libelous, threatening, or harassing data; (e) to store or post obscene, pornographic or indecent content or data; or (f) to introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms, other malicious or harmful code. You may not use the Ottagive.com Platform or Customer Services in any application that may involve risks of death, personal injury, property damage or environmental damage. You may not interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Customer Services or the Ottagive.com Platform. You may not attempt to discover or use any license keys, access codes or similar information provided from time to time to Ottagive.com. You may not attempt to discover, access, read, alter, destroy, or damage any programs, data or other information stored on or in connection with the Ottagive.com Platform or Customer Services by any other party. You may access the Customer Services only through the interfaces and protocols provided or authorized by Ottagive.com. You may not access the Ottagive.com Platform or Customer Services through unauthorized means, such as unlicensed software clients. You may not compile or use the Ottagive.com provided materials or any other information obtained through the Customer Services or the Ottagive.com Platform for the purpose of unsolicited direct marketing, spamming, unsolicited contacting of customers, or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations.
vii. Changes to the Customer Services Ottagive.com has the right to change, modify, update, add to, discontinue or retire the Customer Services and any aspect or feature thereof, including but not limited to, hours of availability, equipment needed for access or use, and the type of files that can be stored. Ottagive.com will provide notice of material changes to the Ottagive.com Platform or Customer Services by posting them on the Ottagive.com Site. It is your responsibility to check the Ottagive.com Site periodically to inform yourself of any changes. Your continued use of the Customer Services indicates your acceptance of any modified services or related terms and conditions.
VI. Data
i. User Data
You warrant that you are the owner or legal custodian of, or otherwise have the right to provide to Ottagive.com, all programs, data, information and other content transmitted via the Ottagive.com Platform and hosted through the Customer Services (the “User Data”) and have the full authority to transmit and store the User Data through the Customer Services. You hereby authorize the storage of such User Data by Ottagive.com through the Customer Services that you elect to transmit via the Ottagive.com Platform. You acknowledge that you bear sole responsibility for adequate security, protection and backup of your User Data on your equipment. You understand that the Customer Services may store and backup files that are no longer usable due to corruption from viruses, software malfunctions and other causes, which might result in you restoring files that are no longer usable. Ottagive.com will have no liability to you for any unauthorized access to, or use, alteration, corruption, deletion, destruction or loss of any of your User Data.
ii. Provider Data
In connection with Ottagive.com’s performance of the Customer Services, Ottagive.com may provide to you information about Providers via their Payments (the “Provider Data”). You acknowledge that as between you and Ottagive.com, Ottagive.com is the owner of such Provider Data and that such Provider Data may constitute data that is identifiable to specific individuals ("Personal Data"). You will not use such Personal Data for any purpose other than to evaluate the Provider and services in a Payment, and you agree to a payment by the Privacy Policy as if you were Ottagive.com in your treatment of such Personal Data and shall not share or sell such Personal Data to any third party or otherwise use such Personal Data except as would be authorized under the terms of the Privacy Policy.
VII. GENERAL WARRANTIES, REPRESENTATIONS, AGREEMENTS
i. Authority
Each party hereto represents and warrants that (a) it has the full right, power and authority (including corporate right, power and authority, as applicable) to enter into these Customer Terms of Service, (b) the execution of these Customer Terms of Service by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and (c) when executed and delivered, these Customer Terms of Service will constitute the legal, valid and binding obligation of such party, in accordance with it’s terms.
ii. Compliance with Law
In connection with the subject matter of these Customer Terms of Service, you agree to comply with all applicable federal and state laws and regulations.
iii. Applications and User Data
You represent, warrant and covenant: (a) that you are solely responsible for your User Data, including without limitation, the security of such User Data; (b) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use your User Data; (c) that your User Data (i) does not and will not violate, misappropriate or infringe any rights of Ottagive.com or any third party, (ii) does not and will not constitute defamation, invasion of privacy or publicity, or otherwise violate any rights of any third party, and (iii) is not designed for use in any illegal activity or does not and will not promote illegal activities, including, without limitation, in a manner that might be illegal or harmful to any person or entity; or (d) that your User Data does not and will not distribute, share, or facilitate the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.
iv. Authorization and Account Information
You represent and warrant that: (a) the information you provide in connection with your Customer Account (including all Payment Requests) is accurate, complete and in compliance with the requirements hereunder; (b) if you are registering for the Customer Services as an individual, that you are at least eighteen (18) years of age and have the legal capacity to enter into these Customer Terms of Service; and (c) if registering for the Customer Services as an entity or organization, (i) such entity or organization is duly authorized to do business in the country or countries where it operates, (ii) the individual accepting these Customer Terms of Service and completing the registration for the Customer Services meets the requirements of subsection (b) above and is an authorized representative of such entity or organization , and (iii) the employees, officers, representatives and other agents of such entity or organization accessing the Customer Services are duly authorized to access the Customer Services and to legally bind such entity or organization is to these Customer Terms of Service and all transactions conducted under your Customer Account.
VIII. LIMITED WARRANTY
i. Ottagive.com Platform and Customer Services
Ottagive.com warrants solely to you that the Ottagive.com Platform and the Customer Services, when used in accordance with the terms of these Customer Terms of Service, will function substantially in accordance with its description on the Ottagive.com Site and any Documentation provided to you. Ottagive.com shall use commercially reasonable efforts to perform the Customer Services according to these Customer Terms of Service. Ottagive.com’s sole obligation and your exclusive remedy hereunder with respect to any failure of the foregoing obligations shall be to use reasonable efforts to correct any such failure. Ottagive.com shall have no obligation for any failure resulting from (a) content provided by or passed through you, Provider or third-parties in connection with the Customer Services; (b) operating system modifications, changes or updates that you apply; (c) the use or combination of the Ottagive.com Platform or the Customer Services with any other software or hardware not supported by Ottagive.com; (d) causes external to the Ottagive.com Platform or the Customer Services, such as problems with the hardware, network or other infrastructure with which the Ottagive.com Platform and the Customer Services are used; (e) unauthorized or improper use of the Ottagive.com Platform or the Customer Services; or (f) any modification of the Ottagive.com Platform or the Customer Services by anyone other than Ottagive.com.
ii. Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, THE OTTAGIVE.COM PLATFORM AND THE SERVICES ARE PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND. OTTAGIVE.COM HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THESE CUSTOMER TERMS OF SERVICE, THE OTTAGIVE.COM PLATFORM, THE CUSTOMER SERVICES, THE PROVIDERS PROVIDING PAYMENTS HEREUNDER, THE PAYMENTS OR THE QUALITY OF SERVICES PROVIDED TO YOU BY PROVIDERS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OTTAGIVE.COM DOES NOT WARRANT THAT THE OTTAGIVE.COM PLATFORM OR THE CUSTOMER SERVICES WILL MEET YOUR REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE ERROR FREE. FURTHER, OTTAGIVE.COM DOES NOT WARRANT AS TO THE SAFETY, QUALITY OF SERVICES, MATERIALS OR WORKMANSHIP OF PROVIDERS SUBMITTING PAYMENTS.
IX. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NOEVENT WILL OTTAGIVE.COM, NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OR ANY OTHER THIRD PARTY’S USE OF OR INABILITY TO USE THE SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF TECHNOLOGY, LOSS OF DATA OR INTERRUPTION OR LOSS OF USE DAMAGES WHETHER OR NOT OTTAGIVE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE MAXIMUM AGGREGATE LIABILITY OF OTTAGIVE.COM, ITS LICENSORS AND RESELLERS ARISING OUT OF OR IN CONNECTION WITH THESE CUSTOMER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), SHALL NOT EXCEED THE FEES PAID BY YOU TO OTTAGIVE.COM FOR THE CUSTOMER SERVICES FOR THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER. FURTHER, OTTAGIVE.COM SHALL HAVE NO LIABILITY HEREUNDER FOR PROVIDER’S PERFORMANCE OF SERVICES TO CUSTOMER WITH RESPECT TO A SELECTED PAYMENT, OR ANY OTHER ACTS OR OMISSIONS OF ANY PROVIDER. OTTAGIVE.COM DOES NOT ADVISE OR ENCOURAGE YOU TO CONDUCT ANY DANGEROUS ACTIVITIES (SUCH AS CLIMBING OR WALKING ON YOUR ROOF) IN FURTHERANCE OF YOUR RECEIPT OF THE CUSTOMER SERVICES AND HEREBY DISCLAIMS ANY LIABILITY THEREFOR.
You may not bring any suit or action against Ottagive.com for any reason whatsoever more than one (1) year after the cause of action accrued.
X. SUPPORT
Ottagive.com or a Ottagive.com agent may provide user support to you as posted on the Ottagive.com Site. In providing support, Ottagive.com or a Ottagive.com agent may use a variety of tools to aid in the process of resolving your issues as a user and may request that you provide additional information in order to resolve these issues. You hereby grant Ottagive.com and such agent the right to use those tools and any information you provide to Ottagive.com in order to provide you with support.
XI. INDEMNIFICATION
You will indemnify and hold Ottagive.com, its investors, officers, directors, affiliates, subsidiaries, licensors, agents and employees (collectively, the “Ottagive.com Parties”) harmless against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, resulting from any claim (including third party claims), suit, action or proceeding against a Ottagive.com Party, resulting from or arising out of or in connection with (a) claims of intellectual property infringement based on (i) your use or combination of the Ottagive.com Platform and the Customer Services with any other software or hardware not supported by Ottagive.com, if such infringement would not have occurred but for such use or combination; (ii) your modification of the Ottagive.com Platform and the Customer Services; or (iii) your use of any version of the Ottagive.com Platform and/or Customer Services other than the current version of the Ottagive.com Platform and/or Customer Services, if such current version avoids the alleged or potential infringement; (b) claims relating to your use of the Customer Services, your Customer Account and any Payment Request, including claims of fraud or misrepresentation for false or misleading information contained therein (and including any such claims brought by Provider); (c) claims arising out of or in connection with Provider’s performance of services for you, including your non-payment of any applicable fees or your failure of other obligations in connection with such Services (and including any such claims brought by Provider); (d) claims relating to death, personal injury or property damages arising out of or in connection with Provider’s performance of services to you (and including any such claims brought by Provider); and (e) any breach by you of any representation, warranty, agreement or obligation under these Customer Terms of Service.
XII. TERMS AND TERMINATION
i. Term
Subject to Ottagive.com’s receipt of all applicable fees hereunder, these Customer Terms of Service shall commence upon your acceptance of these Customer Terms of Service and shall continue in effect unless terminated in accordance with this Section 12 (the “Term”).
ii. Termination by User
You shall have the right to terminate your participation in the Customer Services and these Customer Terms of Service at any time via your Customer Account; provided, however, that you shall not in any event be entitled to any refund of any fees previously paid to Ottagive.com, including any Payment Fees.
iii. Termination by Ottagive.com
Ottagive.com shall have the right to terminate your participation in the Customer Services and these Customer Terms of Service at any time with or without cause upon notice to you. In addition, Ottagive.com may terminate these Customer Terms of Service upon written notice to you if you are an entity or organization that becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors. Termination, with or without cause, by Ottagive.com shall not result in any such refund of any fees previously paid to Ottagive.com, including any Payment Fees.
iv. Consequences of Termination
Upon termination of these Customer Terms of Service for any reason, (a) you shall cease to use your Customer Account, the Ottagive.com Platform, the Customer Services and any Documentation provided to you, and (b) any outstanding Payment Requests you have made will be canceled.
v. Survival
The following shall survive the termination of these Customer Terms of Service: (a) all liabilities accrued under these Customer Terms of Service prior to the effective date of termination; and (b) Sections 3.2, 3.7, 4, 5.3, 6.2, 8.2, 9, 11, 12.4, 12.5 and 13 of these Customer Terms of Service. Subject to the provisions of Section 9 hereof, the rights provided in this Section 12 shall be in addition to any and all rights and remedies available to a non-defaulting party at law or in equity upon any breach of these Customer Terms of Service by the other party.
XIII. MISCELLANEOUS
i. Entire Agreement
These Customer Terms of Service sets forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. No term or condition of any other document provided to Ottagive.com which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon Ottagive.com.
ii. Modification; Waiver
Ottagive.com shall have the right to modify or amend the terms and conditions of these Customer Terms of Service as set forth in Section 2 above. You may not modify or amend these Customer Terms of Service without the express written consent of Ottagive.com. The waiver by either party of a breach of any provision hereof shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of such party to avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege.
iii. Governing Law
These Customer Terms of Service shall be governed by and construed in accordance with the laws of Wisconsin as if made in and performed entirely within Wisconsin. The parties expressly reject any application to these Customer Terms of Service of the United Nations Convention on Contracts for the International Sale of Goods. All disputes, actions, claims or causes of action arising out of this these Customer Terms of Service or the Customer Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Milwaukee County, Wisconsin, and you hereby consent to the jurisdiction of such courts.
iv. Assignment
You may not assign your rights or delegate any obligations hereunder without the express prior written consent of Ottagive.com, including assignments by operation of law or merger or resulting from the sale of a business, stock or assets to a third party. Any assignment by you without the prior written consent of Ottagive.com shall be null and void. Ottagive.com may assign its rights or obligations hereunder without notice or consent; provided, however, that the Customer Services shall continue to operate as specified in these Customer Terms of Service. These Customer Terms of Service shall inure to the benefit of each party’s permitted successors and assigns.
v. Force Majeure
If either party is unable to perform any of its obligations hereunder (other than payment obligations) due to any act of God, fire, casualty, flood, war, strike,
shortage or any other cause beyond its reasonable control, and if such party uses reasonable efforts to avoid such occurrence and minimize its duration and gives
prompt notice to the other party, then the affected party’s performance shall be excused and the time for its performance shall be extended for the period of delay
or inability to perform. If the force majeure continues for more than thirty (30) calendar days, then either party may terminate these Customer Terms of Service or convenience upon written notice to the other party.
vi. Severability
In the event that any provision contained herein shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from these Customer Terms of Service, and the remainder hereof shall remain in full force and effect and enforceable.
vii. Independent Contractor
Neither party shall be deemed to be an agent of the other party and the relationship of the parties shall be that of independent contractors. Neither party shall have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever.
viii. Notices
Except as otherwise provided, notices under these Customer Terms of Service shall be delivered via your Customer Account or the email address support@Ottagive.com if to Ottagive.com, and via the email address provided by you via your Customer Account if to you. Such notice will be deemed to have been given as of the date it is delivered by electronic mail. All communications and notices to be made or given pursuant to these Customer Terms of Service shall be in the English language.
ix. Compliance with Laws
You agree to comply at all times with all laws, rules and regulations applicable to your use of the Customer Services.
x. Headings; Interpretation The headings of the sections of these Customer Terms of Service are for convenience of reference only and shall not be considered in construing these Customer Terms of Service. The definitions set forth or referenced in these. Customer Terms of Service apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. Whenever the words “include,” “includes” or “including” are used in these Customer Terms of Service, they will be deemed to be followed by the words “without limitation” or “but not limited to” or words of similar import. The words “herein,” “hereof” or “hereunder” and words of similar import refer to these Customer Terms of Service in their entirety and not to any part hereof unless the context otherwise requires. The use of “or” is not intended to be exclusive.
If you have any question or concerns about what has been stated in this Customer Terms of Service, please feel free to contact us at support@Ottagive.com.