THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between Ecommerce RTM, a limited liability company organized under the laws of France (“Otomato”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Otomato’s website: otomato.co (the “Website”) and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and Otomato shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Otomato for services rendered shall remain and continue to be an ongoing obligation owed by Client to Otomato.
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of Otomato and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Otomato and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of France, foreign jurisdictions and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Otomato’s express prior written permission. Otomato reserves all rights in the Website, Content and Marks.
2. Ownership of Materials
Notwithstanding Otomato’s ownership of Submissions, as described in Paragraph 4 (“Client Feedback”), all automation and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Otomato to become the owner of a Project, in whole or in part, rather than Client, Otomato irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to Otomato as examples or as material to be incorporated into a project during the automation process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Otomato always reserves the right to share the Client's automation work publicy (social media, website, etc.) unless agreed upon as stated in section 18 of this document.
3**. User Representations**
By using the Website, Client represents and warrants that:Client has the legal capacity and agrees to comply with these Terms of Use;Client is not a minor in the jurisdiction of their domicile;Client will not access the Website through automated or non-human means;Client will not use the Website for any illegal or unauthorized purpose;Client’s use of the Website will not violate any applicable law or regulation.
4**. Prohibited Activities**
Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Otomato on behalf of the Client. Further, Client agrees to refrain from the following:Make any unauthorized use of the Website;Retrieve data or content for the purposes of creating or compiling a database or directory;Circumvent, disable, or otherwise interfere with security-related features on the Website;Engage in unauthorized framing or linking of the Website;Trick, defraud or mislead Otomatoor other users;Interfere with, disrupt or create an undue burden on the Website or Otomato’s networks or servers;Use the Website in an effort to compete with Otomato;Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;Harass, annoy, intimidate or threaten any of Otomato’s employees, independent contractors or agents providing services through the Website;Delete the copyright or other rights notice from any Content;Copy or adapt the Website’s softwareUpload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website;Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;Disparage, tarnish or otherwise harm Otomato;Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
5**. Client Feedback**
Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of Otomato and Otomato is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Otomato shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client under Paragraph 2 (“Ownership of Materials”), and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the Client. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against Otomato for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
6**. Management and Oversite**
Otomato reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation. Otomato further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decision shall be in the sole discretion of Otomato, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Otomatoand shall be designed to protect Otomato’s rights and property.
7**. Privacy Policy**
By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in France. Access of the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of France which govern personal data collection, use or disclosure. Client’s continued use of the Website and transfer of data to the France constitutes express consent of Client to the transfer and processing of data in France. Otomato does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States’ Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Otomato without parental consent, Otomato shall delete that information as soon as reasonably practical.
8**. Returns and Refunds**
Otomato reserves the right to deny refunds based on its own self discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund during the first month of use, all materials produced by Otomato are ownership of the company and are prohibited from being used by the Client in any way.
If a refund is deemed to be appropriate, there will be a 25% fee assigned to the remaining billable period.