Otim Terms and Conditions

These Otim Terms and Conditions (these “Terms”) are entered into by and between you and Otim Labs, Inc. (“Otim”, “we”, “our” and their variants) and applies to your use of our website located at otim.com, and our application available therefrom (the “Application” and together with our website, the “Services”). If the user engages with the Services under authority from a different party or on another party’s behalf, then “you” (and its variants, including “your”) as used herein refers to that person on whose behalf the Services are used (e.g., an employer). If the person engaging with our Services is an individual, acting in their own individual capacity, then “you” refers to that individual. If you have anyone using the Services on your behalf, you agree that you are responsible for the actions and inactions of all such persons, as if they were your own. We shall refer to you as “Participant” throughout these Terms.

1. Purpose

This Agreement governs Participant’s use of the Services. The Services are provided “as is” and “as available” without any warranties of any kind, whether express, implied, statutory, or otherwise.

Please read these Terms carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Policy, which is incorporated herein by this reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Services.

You represent and warrant throughout the term of your use of the Services that: (i) you are over the age of eighteen (18) or otherwise of legal age to form a binding contract, and that you have legal and mental capacity to enter into these Terms; and (ii) you have the right to engage in all transactions and all activities that you participate in on or through the Services.

2. Changes to these Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Services.

Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page each time you access the Services so you are aware of any changes, as they are binding on you.

3. Accessing the Services and Account Security

We reserve the right to withdraw or modify our Services, and any service or material we provide on or in connection with the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users, in our discretion. WE WILL NOT BE LIABLE TO YOU, AND YOU HEREBY HOLD US HARMLESS FROM AND AGAINST ANY LOSSES OR DAMAGES YOU MAY SUFFER AS A RESULT OF OR IN CONNECTION WITH THE SERVICES BEING INACCESSIBLE TO YOU AT ANY TIME OR FOR ANY REASON.

You are responsible for:

• Making all arrangements necessary for you to have access to the Services.

• Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.

To access the Services or some of the resources they offer, you will be asked to connect your digital wallet. The wallet you connect must be yours, or you must be using it with authority from its owner. You are prohibited from using a wallet that you do not own or have authority to use.

You agree that all information you provide to us, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your wallet. You agree to notify us immediately of any unauthorized access to or use of your seed phrase or keys, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your seed phrase or keys, or other personal information.

We have the right to disable any wallet address or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

You understand that your content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

We are not responsible for securing your seed phrase or keys if you lose them, if someone steals them from you, or if someone obtains access to them in some other way. We do not have access to your keys, and if you lose them, you may be blocked from using your digital wallet or using the Services. It is your responsibility to establish a means for recovering your seed phrase and keys. We do not store copies of seed phrases and do not at any time have custody of your keys or digital assets, so we cannot assist you in recovering your seed phrase, keys, or digital assets held in your wallet if they are lost or stolen, or if the backup or security measures that you have established are compromised.

YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT HOLD OR HAVE CUSTODY OVER, OR HAVE ANY RESPONSIBILITY FOR OR CONTROL OVER YOUR KEYS OR ANY DIGITAL ASSETS YOU HOLD IN YOUR WALLET. YOU HEREBY HOLD US HARMLESS AND INDEMNIFY US FROM AND AGAINST ANY CLAIMS, LOSSES OR LIABILITY ARISING IN CONNECTION WITH THE KEYS TO YOUR WALLET.

4. Intellectual Property Rights

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by Otim, its licensors, or other providers of such materials, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your Web browser for display enhancement purposes.

• You may print one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

You must not:

• Modify copies of any materials from the Services.

• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.

You must not access or use any part of the Services or any services or materials available through the Services for the benefit of third parties.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Otim. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

5. Trademarks

Otim’s name, our logos, and all related names, logos, product and service names, designs, and slogans are trademarks of Otim or its affiliates or licensors. You must not use such marks without the prior written permission of Otim. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

6. Feedback

You may from time to time provide us with feedback about your experience on the Services, recommendations for modifications, or other ideas pertaining to the Services (collectively, “Feedback”). You acknowledge and agree that we may use the Feedback in our business without restriction. All such Feedback will be considered non-confidential and non-proprietary. By providing any Feedback, you grant us and our service providers, and each of their and our respective licensees, successors, and assigns a perpetual, irrevocable, non-exclusive, worldwide, fully paid up and royalty free right and license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that throughout the term of these Terms of Use:

• You own or control all rights in and to the Feedback and have the right to grant the licenses granted.

• All of your Feedback does and will comply with these Terms.

7. Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;

• To access, tamper with, or use non-public areas of the Services, Otim’s infrastructure (or that of its service providers or blockchain operators or their nodes), or any third-party protocol used in connection with the Services;

• To attempt to probe, scan or test the vulnerability of any Otim system or network or breach any security or authentication measures;

• To avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Otim or any of its providers or any other third-party (including another user) to protect the Services;

• In any attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Otim or other generally available third-party web browsers;

• So that you may use any manual process to monitor the Services or for any other unauthorized purpose without our prior written consent;

• To send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

• To use any meta tags or other hidden text or metadata utilizing an Otim trademark, logo, URL or product name without our express written consent;

• To use the Services, or any portion thereof, for the benefit of any third-party or in any manner not permitted by these Terms;

• To forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

• In any attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

• To use, transmit, introduce or install any code, files, scripts, agents or programs intended to do harm or allow unauthorized access, including, for example, viruses, worms, time bombs, back doors and Trojan horses (collectively, “Malicious Code”) on or through the Services, or accessing or attempting to access the Services for the purpose of infiltrating a computer or computing system or network, or damaging the software components of the Services, or the systems of the hosting provider, any other suppliers or service provider involved in providing the Services, or another user;

• To distribute Malicious Code or other items of a destructive or deceptive nature;

• To interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or attacking the Services via a denial-of-service attack or a distributed denial-of-service attack;

• To collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

• To impersonate or attempt to impersonate Otim, an Otim employee or representative, another user, or any other person or entity (including, without limitation, by using identifiers associated with any of the foregoing).;

• To reverse look-up, track or seek to track any information of any other users or visitors of the Services;

• To take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Services, or the infrastructure of any systems or networks connected to the Services;

• To use the Services in connection with money laundering, terrorist financing, or other illicit financial activity;

• To use the Services for fraud, or other deceptive, misleading, or manipulative activity;

• To disguise or interfere in any way with the IP address of the computer you are using to access or use the Services or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the Services;

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Otim or users of the Services or expose us to liability;

• To use the Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States, Canada, European Union, or other countries);

• To use the Services for, or in connection with, any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in phishing, spyware, adware, or other malicious programs or code, counterfeit goods, items subject to applicable jurisdictions’ embargoes, hacking, stolen products, and items used for theft, hazardous materials, or any illegal activities;

• To use a digital wallet other than your own (without authorization);

• To use the Services as a tool to commit theft, fraud or any other property crime; or

⠀You also agree not to encourage or enable any other individual to do any of the foregoing.

8. Reliance on Information Posted / Third Party Materials

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of their contents.

The Services include content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Otim, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Otim. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY MATERIALS, INFORMATION, PROTOCOLS, NETWORKS, INFRASTRUCTURE, RESOURCES, APPLICATIONS, DATA, CONTENT OR SERVICES, EVEN IF AVAILABLE ON, THROUGH OR FROM THE SERVICES. WE HAVE NO RESPONSIBILITY FOR, NO CONTROL OVER, AND MAKE NO GUARANTEES WITH RESPECT TO, THE QUALITY, SECURITY, ACCURACY, RELIABILITY, OR UPTIME OF SUCH THIRD-PARTY MATERIALS. YOU HEREBY HOLD US HARMLESS FROM AND AGAINST ANY LOSSES OR DAMAGES YOU MAY SUFFER AS A RESULT OF YOUR USE OF SUCH ITEMS.

9. No Financial or Investment Advice

You understand that we do not act as your financial advisor, investment manager, arranger, introducer, or commodity trading advisor, or give you any investment advice of any kind with respect to what assets you choose to create, purchase or any trading thereof. As with any trading activities, it is your responsibility and you are solely responsible for your purchase decisions, how and when you trade digital assets and with whom. It is also your responsibility to ensure you understand crypto assets, how they work, what their value is, and about trading and purchasing such assets, as there are significant risks in doing so, all of which you solely assume.

10. Risks

You acknowledge and agree that digital assets are volatile and risky, and their trading is affected by many factors outside our or your control. You are solely responsible for any transactions, and for all fees that you may incur as a result of your acquisition or sale of digital assets.

Digital assets are not legal tender and are not backed by any government. Digital assets are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections, or other similar protections offered by other governmental bodies.

We make no guarantee as to the functionality of any digital asset network which might cause delays, conflicts of interest or might be subject to operational decisions of third parties that are unfavorable to you or affect your digital assets, or lead to your inability to complete a transaction using our Services.

You acknowledge that our software and smart contracts could have bugs or security vulnerabilities, and you hereby accept this risk. You hereby hold us harmless from and against any losses you suffer as a result of your use of our Services, which you agree you use at your sole risk.

Digital assets and use of our Services may be subject to expropriation and/or theft. Hackers or other malicious actors may attempt to interfere with our Services or your use thereof in a variety of ways, including, but not limited to, use of malware, denial of service attacks, Sybil attacks, and spoofing.

We do not guarantee that our Services will be available without interruption. The information on our Services may not always be entirely accurate, complete or current. Information on the Services may be changed or updated from time to time without notice, including information regarding our policies, products and services. Accordingly, you should verify all information before relying on it. All decisions you make based on information provided through the Services are your sole responsibility and you hold us harmless from and against any losses you suffer as a result of such decisions.

WE WILL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES IN CONNECTION WITH YOUR USE OF THE SERVICES OR ENGAGING IN DIGITAL ASSET TRANSACTIONS OR PAYMENTS.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE RISKS SET FORTH IN THIS SECTION, AND YOU HEREBY HOLD US HARMLESS FROM AND AGAINST SAME.

11. Confidentiality

“Confidential Information” means information disclosed by Otim to you or made available to you through the Services. Confidential Information excludes information that you already lawfully knew, that becomes public through no fault of yours, that was independently developed by you or that was rightfully obtained by you from a third party. You agree not to disclose Confidential Information except to employees, contractors, and agents who need to know it and have agreed in writing to keep it confidential. Only those parties may use the Confidential Information, and only to exercise your rights and fulfill your obligations under this Agreement, while using at least a reasonable degree of care to protect it. You may also disclose Confidential Information to the extent required by law after providing reasonable notice to us and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and we may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect our Confidential Information.

12. Changes to the Services

We may update the content on the Services from time to time, but their content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

WE WILL NOT BE LIABLE FOR, AND YOU HEREBY HOLD US HARMLESS FROM AND AGAINST ANY LOSSES RESULTING FROM ANY CHANGES TO THE SERVICES OR THE SERVICES AVAILABLE THEREON.

13. Linking to the Services and Social Media Features

You may link to our website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Services may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on the Services.
• Send emails or other communications with certain content, or links to certain content, on our website.
• Cause limited portions of content on our website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Services or portions of it to be displayed on, or appear to be displayed by, any other website, for example, framing, deep linking, or in-line linking.
• Link to any part of the Services other than our website’s homepage.
• Otherwise take any action with respect to the materials on the Services that is inconsistent with any other provision of these Terms.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

14. Links from the Services

If the Services contain links to other websites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

15. Disclaimer of Warranties and Limitation on Liability

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE OR DISTRIBUTED DENIAL-OF-SERVICE ATTACK, CONDUCT OF THIRD PARTIES OR USERS, INCLUDING THREAT ACTORS, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE OR OTHER LOCATION LINKED TO THEM.

YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER OTIM NOR ANY PERSON ASSOCIATED WITH OTIM MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER OTIM NOR ANYONE ASSOCIATED WITH OTIM REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES ANY PORTION OF THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSSES THAT YOU MAY INCUR AS A RESULT OF PAYMENTS YOU MAKE OR RECEIVE, ANY TRADES, OR OTHER TRANSACTIONS THAT YOU MAY ENGAGE IN IN CONNECTION WITH THE SERVICES FOR ANY REASON WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSSES ARISING FROM SOFTWARE DEFECTS, MALFUNCTIONS, OR A LACK OF ACCESS TO THE SERVICES.

TO THE FULLEST EXTENT PROVIDED BY LAW, OTIM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

YOU ACKNOWLEDGE THAT YOUR DATA AND ASSETS ON THE SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, AND YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE OR DISTRIBUTED DENIAL-OF-SERVICE ATTACKS, SOFTWARE FAILURES, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIALS (INCLUDING THOSE WHICH MAY INFECT YOUR COMPUTER EQUIPMENT OR DEVICES), PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OF OUR CONTROL.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT OTIM HAS NO LIABILITY FOR LOSS OR THEFT OF YOUR WALLET KEYS OR ANY OTHER KEYS USED TO ACCESS OTHER DIGITAL WALLETS YOU MIGHT USE.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL OTIM, ITS AFFILIATES, OR THEIR OR OUR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

WE HAVE NO CONTROL OVER, TAKE NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THREAT ACTORS.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Indemnification

You agree to defend, indemnify, and hold harmless Otim, its affiliates, licensors, and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees and legal costs) arising out of or relating to your violation of these Terms or your use of the Services, any use of the Services’ content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Services.

17. Governing Law and Jurisdiction

All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Subject to the provisions of the Arbitration Section below, any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the courts of the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your state or country of residence or any other relevant state or country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

18. Arbitration

At Otim’s sole discretion, we may require you to submit any disputes arising under these Terms, or in connection with your use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

IF OTIM ELECTS TO PURSUE ARBITRATION AS SET FORTH HEREIN, ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE TERMS, OUR SERVICES (OR ANY PORTION OR ALL OF THE FOREGOING), INCLUDING THE BREACH, TERMINATION OR VALIDITY OF THESE TERMS, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE TRIBUNAL SHALL HAVE THE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THE AGREEMENT TO ARBITRATE.

19. Class Action Waiver; Waiver of Jury Trial

THE PARTIES AGREE TO LITIGATE OR ARBITRATE, AS APPLICABLE, SOLELY ON AN INDIVIDUAL BASIS, AND THAT THESE TERMS DO NOT PERMIT CLASS ACTION LITIGATION OR ARBITRATION, OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. NEITHER THE COURT NOR THE ARBITRAL TRIBUNAL, AS APPLICABLE, MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY UNCONDITIONALLY, IRREVOCABLY, AND EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, ARBITRATION, OR PROCEEDING ARISING IN CONNECTION WITH THE SERVICES OR THESE TERMS.

20. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

21. Termination

We may terminate your access to and use of the Services at any time, for any reason or no reason, in our sole discretion and without notice of any kind, without incurring liability of any kind to you as a result of such suspension or termination. In addition, if we believe or suspect that you have breached or are breaching these Terms in any way, we reserve the right to terminate your access to the Services in whole or in part, in our discretion.

22. Waiver and Severability

No waiver by Otim of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Otim to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

23. Entire Agreement

These Terms and our Privacy Policy constitute the sole and entire agreement between you and Otim regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.