Terms of Use

Otto Data Analytics Portal and Website Terms of Use and Digital Inspection Tool End User License Agreement

This Otto Data Analytics Portal and Website Terms of Use and Digital Inspection Tool End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and OTTO LADDER SAFETY, INC. (“Company”, “we,” or “us”). This Agreement governs: (i) your access and use of the websites owned or operated by the Company (“Websites”); and (ii) your access and use of the Company’s mobile device digital inspection tool and the Company’s online portal (collectively, the “Otto System,” and together with the Websites, and all related services and documentation, the “Services”). The Services are licensed, not sold, to you.

BY USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, revocable, non-exclusive, and nontransferable license to use the Services solely in connection with the lease, purchase, operation, and monitoring of the use of the technology-enabled ladders (the “Smart Ladders”) and in accordance with this Agreement.
2. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by this Agreement, you shall not:
   
   1. copy the Otto System or Websites, except as expressly permitted by this Agreement;
   2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Otto System or Websites;
   3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Otto System, Websites, or any part thereof;
   4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Otto System or Websites, including any copy thereof;
   5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Otto System or Websites, or any features or functionality of the Otto System or Websites, to any third party for any reason, including by making the Otto System or Websites available on a network where it is capable of being accessed by more than one device at any time
   6. use any robot, spider, or other automatic device, process, or means to access the Otto System or Websites for any purpose, including monitoring or copying any of the material on the Otto System or Website;
   7. use any manual process to monitor or copy any of the material on the Otto System or Websites, or for any other purpose not expressly authorized in this Agreement, without Company’s prior written consent;
   8. frame, mirror, or otherwise incorporate the Otto System, Website, or any portion of the Otto System or Websites as part of any other mobile application, website, or service;
   9. use the Otto System or Websites in any manner that could disable, overburden, damage, or impair the Otto System or Website, or interfere with any other party’s use of the Otto System or Website; or
   10. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Otto System or Website.
3. Reservation of Rights. You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. Use of the Websites. As a condition of your use of the Services, you represent and warrant that all information supplied by you through the Services is true, accurate, current, and complete. We retain the right at our sole discretion to deny access to anyone to this Services we offer, at any time and for any reason, including, but not limited to, for violation of this Agreement.
5. Collection and Use of Information. You represent and warrant that you have obtained all necessary permissions and consents to provide the information supplied by you through the Services. You acknowledge that when you use the Services, Company may use automatic means (including, for example, cookies) to collect information about the mobile device owned or otherwise controlled by you (“Mobile Device”) used to access the Services and about your use of the Services. In addition, by accepting this Agreement you consent and agree that we may collect information concerning the location of your Mobile Device and Smart Ladders used by you. You also may be required to provide certain information about yourself as a condition to using the Services or certain of its features or functionality, and the Services may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Service is subject to our Privacy Policy. By using and providing information to or through these Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
6. Content and Features. Certain products, services, features, functionality, and content may be accessible to you through the Services (collectively, “Content and Features”). Your access to and use of such Content and Features are governed by this Agreement and Privacy Policy. Your access to and use of such Content and Features may require you to acknowledge your acceptance of such Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Websites’ features and functionality.
7. Geographic Restrictions. The Content and Features are based in the United States (“Permitted Region”) and provided for access and use only by persons located in the Permitted Region. You acknowledge that you may not be able to access all or some of the Content and Features outside of the Permitted Region and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Features from outside the Permitted Region, you are responsible for compliance with local laws.
8. Updates. Company may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
9. Third-Party Materials. The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
10. Term and Termination.
    
    1. The term of Agreement commences when you begin using the Smart Ladders or Services and will continue in effect until terminated by you or Company as set forth in this Section 10.
    2. You may terminate this Agreement by submitting a termination notice or a request for account deletion to: [email protected].
    3. Company may terminate this Agreement at any time, for any reason, without notice, including, without limitation, if it ceases to support the Services (which Company may do in its sole discretion), or if you violate any of the terms and conditions of this Agreement.
    4. Upon termination:
       
       1. all rights granted to you under this Agreement will also terminate; and
       2. you must cease all use of the Services.
    5. Termination will not limit any of Company’s rights or remedies at law or in equity.
11. Disclaimer of Warranties. THE INFORMATION PUBLISHED ON THIS WEBSITE OR OTHERWISE PROVIDED THROUGH THE SERVICES MAY INCLUDE INACCURACIES OR ERRORS. THE COMPANY, ITS SUBSIDIARIES AND CORPORATE AFFILIATES (COLLECTIVELY, THE “OTTO LADDER COMPANIES”) DO NOT GUARANTEE THE ACCURACY OF AND DISCLAIM ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE INFORMATION DISPLAYED ON THIS WEBSITE. THE SERVICES ARE PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. COMPANY MAKES NO GUARANTEE THAT THE USE OF THE SMART LADDERS OR SERVICES WILL PREVENT PERSONAL INJURY OR DEATH. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE OTTO LADDER COMPANIES, ON THEIR OWN BEHALF AND ON BEHALF OF THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. TO THE EXTENT THAT DATA IS BEING TRANSMITTED OVER THE INTERNET, YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER THE FUNCTIONING OF THE INTERNET AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE OF THE INTERNET.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO: (I) ANY INJURY, LOSS, OR DAMAGE ARISING FROM YOUR MISUSE, FAILURE TO FOLLOW INSTRUCTIONS, MODIFICATIONS, OR UNSAFE OPERATION OF THE SMART LADDERS AND SERVICES; (II) INTERRUPTIONS OR FAILURES IN SMART FEATURES; (III) PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; AND (IV) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
13. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Services, your breach of this Agreement, and your violation of any law or the rights of a third party.
14. Copyright and Trademark Notices. Company name, logo, and all other product names or slogans displayed on or through the Services are registered or common law trademarks of Company or its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company or the applicable trademark holder. In addition, the look and feel of the Services, including all page headers, custom graphics, buttons, icons, and scripts, is the service mark, trademark and/or trade dress of the Company and may not be copied, imitated or used, in whole or in part, without the prior written permission of Company.
15. Export Regulation. The Services may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly, or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.
16. Modifications to the Agreement. We reserve the right at any time, at our sole discretion, to change or otherwise modify this Agreement without notice, and your continued access or use of these Services signifies your acceptance of the updated or modified Agreement. However, any changes to the dispute resolution provisions set forth out in Limitation of Liability, Indemnification, Governing Law, and Limitation of Time to File Claims sections of this Agreement will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website. It is your responsibility to periodically review this Agreement to stay informed of updates.
17. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term, and all other provisions of this Agreement will continue in full force and effect.
18. Governing Law. This Agreement is 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. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in New Castle County, Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
19. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT 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.
20. Assignment. You may not assign or transfer any rights or obligations under this Agreement without our prior written consent. We may, without restriction, assign any of our rights and obligations under this Agreement, at our sole discretion.
21. Entire Agreement. This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.
22. Feedback and Support. All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: [email protected]. Any ideas, suggestions, and feedback about us or our Services that you provide to us are entirely voluntary, and you agree that we may use such ideas, suggestions, and feedback without compensation or obligation to you.
23. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.