The Ortto Service
Ortto Inc. ("Ortto", "we" or "us") is providing a software as a service offering comprising:
(a) a platform with a collection of applications and tools (the availability of which is based on the plan and any add-ons that you select, for more information go to https://www.ortto.com/) to allow you to automate your sales and marketing processes; and
(b) other supporting products and services (together, the “Service”).
The following terms and conditions (“Terms”) are between you and Ortto and constitute a binding legal agreement that governs your use of the Service (“Agreement”). By using the Service or this website you are agreeing to accept and comply with the Terms, which Ortto may update at any time without notice. You should visit this page periodically to review the then-current Terms. You understand and agree that your continued use of the Service after the Terms have changed constitutes your acceptance of the Terms as revised.
To use and/or register for the Service you must be (i) of legal age to form a binding contract with Ortto, and (ii) must not be a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction, including the country in which you reside or from where you use the Service. By accepting these Terms you represent that you understand and agree to the foregoing.
Notwithstanding these Terms, where your use of the Service includes the processing of personal data (as described in the EU Data Protection Directive 95/46/EC—“GDPR”) within the European Economic Area (EEA), the terms of the data protection addendum (“DPA”) available at https://www.ortto.com/gdpr shall apply to such processing, and shall be incorporated into these Terms, provided and from the date that you send to “privacy AT ortto.com” a copy of the DPA signed by you in accordance with the instructions therein. In such event, if any provision of the DPA is in conflict with these Terms, the provision in the DPA shall be controlling with respect to that particular subject matter.
If you use the Service on behalf of a business or other organization, you represent and warrant to Ortto that you have the authority to bind that entity to these Terms, and your acceptance of these Terms will be treated as acceptance by that entity. In that event, "you" and "your" will refer to that entity in these Terms.
2. The Service
Access to the Service
Ortto will provide you access to the Service:
(a) if you register for a free account, at no cost with limited features (“Freemium”), on an ongoing monthly basis until Ortto provides at least one month’s notice that the Freemium account will not be renewed; or
(b) if you subscribe to a paid plan, during the Original Contract Term and any Renewal Contract Term(s), as such terms are defined in Section 3, below (“Contract Term”).
Ortto reserves the right to limit, suspend, change the features and/or functionality of or stop the Service (or any part thereof) of a Freemium subscription, either temporarily or permanently, at any time or from time to time, with or without prior notice to you. You acknowledge and agree that Ortto shall not be liable to you or any third party for any modification or cessation of the Service and that Ortto has no obligation (express or implied) to provide, or continue to provide, the Service, or any part thereof, now or in the future. If you registered for a Freemium subscription you must subscribe to a paid subscription in order to access features and/or functionality available to paid subscriptions. If you terminate your Freemium subscription (by following the steps outlined in Section 3), all of your data will be permanently deleted within 30 days of the termination.
Limitations on Use
Ortto may impose certain limitations on the use of the Service, including, without limitation, allocating certain levels of bandwidth and storage capacity (including number of contacts that may be stored) to your Ortto Service and restricting the number of emails you may send using the Service, as set out in Ortto’s pricing and subscription terms, available http://www.ortto.com/. You agree to use the Service only for purposes as permitted by these Terms and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. You agree that you are responsible for compliance with any applicable laws, including, but not limited to, any applicable local laws.
Changing the Service
From time to time Ortto may modify the Service, including by updating, changing, adding or removing features, functions and integrations in whole or in part to enhance your experience. Nothing in this Agreement prohibits Ortto from making such changes, provided that no such change to the Service materially reduces the functionality of the Service provided to customer during the Contract Term.
You can subscribe to additional elements of the Service, as agreed to between the parties. Such additional elements of the Service will be added on to the Service provided and fees due under this Agreement, commencing on the date the parties agree to their addition.
Your Ortto Account
As a registered user of the Service, you must have an account. Do not reveal your account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your account and for all activities that occur on or through your account, and you agree to immediately notify Ortto of any security breach of your account. You further acknowledge and agree that the Service is designed and intended for use on an individual basis and you should not share your account and/or password details with another individual. Provided we have exercised reasonable skill and due care, Ortto shall not be responsible for any losses arising out of the unauthorized use of your account resulting from your not following these terms.
In order to use the Service, you must have access to the internet and enter your Ortto login and password to authenticate your account. You agree to provide accurate and complete information when you register with, and as you use, the Service (“Service Registration Data”), and you agree to update your Service Registration Data to keep it accurate and complete. You understand that your failure to provide accurate, current and complete Service Registration Data may result in the suspension and/or termination of your account.
No Resale of Service
You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Service (or any part thereof) for any purpose.
As part of using the Service, Ortto will provide you with the opportunity to submit comments, information, feedback and ideas regarding our company, products or services, and any such comments that you communicate to us (“Feedback”) will be deemed, at the time of communication to Ortto, the property of Ortto, and Ortto shall be entitled to full rights of ownership, including without limitation, unrestricted right to use or disclose such Feedback in any form, medium or technology now known or later developed, and for any purpose, commercial or otherwise, without compensation to you.
3. Contract term and renewal
If you subscribe to the Service, your “Original Contract Term” will begin on the date that you pay to subscribe and expire after one month, unless terminated earlier in accordance with this Agreement.
AUTOMATIC RENEWAL: Unless you terminate your subscription before the end of the Contract Term by logging into your account and selecting Setup > Plan & Billing > Cancel Account, this Agreement will be automatically renewed for a “Renewable Contract Term”:
A. on the terms and conditions of this Agreement then in effect;
B. subject to the pricing structure and usage levels specified for renewal terms in this Agreement or, if not specified, as then posted at https://ortto.com/terms/ and
C. for a term equal to the lesser of the Original Contract Term or one year. Except as provided in this Agreement, a Contract Term cannot be terminated prior to its expiration. Fees for each Contract Term are non-terminable, and fees paid in advance will not be refunded.
General price changes will not affect you during the Original Contract Term. Ortto will charge or invoice you under the new price structure at the beginning of each Renewable Contract Term.
If you upgrade your contract tier (either by choosing to subscribe to a higher tier or by exceeding the limits of your previous tier), or if you choose to add optional components to your subscription during a Contract Term, any additional cost will be prorated over the remaining days in the month in which you make such change and charged to your applicable payment method. You will be charged the full adjusted rate for subsequent Renewable Contract Terms.
Regardless of your billing cycle, there are no refunds or credits for partial months of Service, plan downgrades, or refunds for unused time if you cease use of the Service before the end of your Contract Term. Downgrading your plan level may cause the loss of content, features, or capacity of your account and Ortto does not accept any liability for such loss.
Ortto will not issue refunds or credits for partial months of Service, plan downgrades, or refunds for unused time if you cease use of the Service before the end of your Contract Term. Downgrading your plan level may cause the loss of content, features, or capacity of your account and Ortto does not accept any liability for such loss.
You agree to pay the fees applicable to use the Service. Ortto may suspend or terminate your account and/or access to the Service if your payment is late and/or your credit card cannot be processed. By providing your credit card information, you represent and warrant that you are authorised to use the designated payment method and that you authorize Ortto (or our third-party payment processor) to charge your payment method for the total amount of your subscription (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your access to the Service may be suspended or terminated.
PLEASE NOTE: This is a recurring subscription. You understand that, until you terminate your account, your subscription will automatically renew. You expressly agree that your payment method on file will be charged as long as you have an active account. If you or terminate a subscription any fees charged prior to the effective date of termination or orders placed prior to termination, will not be refunded. See Section 3 for instructions on terminating your subscription.
Ortto will invoice you at the beginning of the Initial Contract Term and at the beginning of each subsequent Renewable Contact Term. All quoted fees are payable in advance and are exclusive of taxes, which Ortto will charge or invoice as applicable, and you agree to pay any such taxes applicable to your use of the Service. All amounts invoiced are due and payable within 30 days of the date of the invoice. Payment instructions shall be as set out on Ortto’s invoice.
You agree that Ortto may identify your company name and/or logo as an Ortto customer on client lists, marketing materials and/or press releases. If you wish to be excluded from this program, do so by emailing: “marketing AT ortto.com”.
6. Content and your Conduct
“Content” means any information that may be generated or encountered through use of the Service, such as data files, written text, scripts, software, music, graphics, photographs, images, sounds, videos, messages and any other like materials. You understand that all Content whether publicly posted or privately transmitted on the Service is the sole responsibility of the person from whom such Content originated. This means that you, and not Ortto, are solely responsible for any Content you upload, download, post, email, transmit, store or otherwise make available through your use of the Service.
You are responsible for all of your Content. You represent that you have the right to upload, download, post, transmit, store or otherwise make available all the Content in your account. You further represent that you are the owner of such Content and/or have all necessary rights, licenses, and authorization to distribute it. You agree that any Content that you upload, post, transmit, store or otherwise make available shall be your sole responsibility, shall not infringe or violate the rights of any other party (including intellectual property rights) or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or harassing.
You understand that by using the Service you may encounter Content that you may find offensive, indecent, or objectionable. Ortto does not control the Content posted via the Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own legal risk.
You will reasonably comply with and cooperate with us in mitigating the impact of any complaint affecting your Content.
You agree that at all times, in relation to the use of the Service by you, you will comply with the Ortto Acceptable Use Policy. The Ortto Acceptable Use Policy is available at: https://help.ortto.com/user/latest/ortto-acceptable-usage-policy/ . By continuing to use the Services you accept to comply with the most recent version of the Acceptable Use Policy.
You are responsible for all complaints in respect of your Content. You will cooperate fully with us in respect of any complaint including providing all information in respect of such complaint and responding to the allegations promptly and respectfully. You will do all things to mitigate the adverse impact of any complaint.
You acknowledge that a misuse of the Acceptable Use Policy by you may adversely affect our good name and reputation, and you accept responsibility for your actions where they have this effect.
You agree that you will NOT use the Service to:
sell or promote any goods or services which are dangerous, harmful, illegally obtained or unlawful in any way, which create risk of loss or damage to person or property;
upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;
stalk, harass, threaten or harm another;
pretend to be anyone, or any entity, you are not or otherwise misrepresent your affiliation with a person or entity;
engage in any copyright infringement or other intellectual property infringement, or disclose any trade secret or confidential information in violation of any confidentiality obligation;
post, send, transmit or otherwise make available any unsolicited or unauthorized email or SMS messages, advertising, promotional materials, junk mail or SMS, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements. To be specific, you may not send any unsolicited email or SMS messages using the Service, and will only contact email addresses and phone numbers with the prior consent of recipient/s. You are solely responsible for your communications and their legality under all laws and regulations;
take any action designed to mislead recipients as to the origin of any Content transmitted through the Service (“spoofing”);
upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other malicious or harmful computer code, files or programs designed to harm, interfere with or limit the normal operation of the Service (or any part thereof), or any other computer software or hardware;
interfere with or disrupt the Service (including accessing the Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Service, or any policies, requirements or regulations of networks connected to the Service (including any unauthorized access to, use or monitoring of data or traffic thereon);
upload any personal information of others who have not consented to share such personal information with you;
exploit the Service in any unauthorized way whatsoever, including, but not limited to, by trespass;
copy, sell, resell, rent, trade, modify, loan, distribute, sublicense, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law) grant a security interest in, assign, transfer or otherwise convey any right in the Software;
subvert any storage limits or burdening network capacity;
plan or engage in any fraudulent or illegal activity; and/or
gather and store personal information on any other users of the Service to be used in connection with any of the foregoing prohibited activities.
Except as expressly permitted herein, you agree that no materials published, used or offered by Ortto as part of the Service or on this website, in whole or in part, may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without prior written permission from Ortto. The use of any such materials on any other website or networked computer environment or for any other purpose is strictly prohibited and such unauthorized use may violate copyright, trademark and other similar laws.
Removal of Content
Backup Your Content
You are responsible for all of your Content, including backing up, to your own computer or other device, any Content that you store or access via the Service and for ensuring that you retain a duplicate copy of your Content. Ortto does not guarantee or warrant that any Content you may store or access through the Service will not be subject to inadvertent damage, corruption or loss.
Delivery of Content
Ortto does not guarantee the delivery or accessibility of any Content. Ortto shall use reasonable skill and due care in providing the Service, but, TO THE GREATEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ORTTO AND ITS VENDORS DO NOT GUARANTEE OR WARRANT THAT ANY CONTENT YOU MAY STORE OR ACCESS THROUGH THE SERVICE WILL NOT BE SUBJECT TO INADVERTENT DAMAGE, CORRUPTION, LOSS, OR REMOVAL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND ORTTO AND ITS VENDORS SHALL NOT BE RESPONSIBLE SHOULD SUCH DAMAGE, CORRUPTION, LOSS, OR REMOVAL OCCUR.
Access to Your Account and Content
You acknowledge and agree that Ortto may monitor, access, use, preserve and/or disclose your account information and Content if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Terms, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Ortto, its users or third parties as required or permitted by law. We have the right but not the obligation to monitor and track your use of the Services, all Content, including campaigns which you run, including to track your compliance with the Acceptable Use Policy.
Copyright Notice Infringement Information - DMCA
If you believe that any Content in which you claim copyright has been infringed by anyone using the Service, please contact Ortto. Ortto may, in its sole discretion, suspend and/or terminate accounts of users that are found to be infringing.
Violations of Terms
If while using the Service, you encounter Content you find inappropriate, or otherwise believe to be a violation of these Terms, you may report it here.
7. Content Submitted Or Made Available By You On The Service
License from You
Except for material we may license to you, Ortto does not claim ownership of the materials and/or Content you submit or make available on the Service. However, by submitting or posting such Content on areas of the Service that are intended to be accessed by the public (such as emails, SMS or other content you intend to publish), you grant Ortto a worldwide, perpetual, fully paid-up, royalty-free, non-exclusive license to use, store, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content on or via the Service for the purpose (i) for which such Content was submitted or made available (ii) to comply with law or legal process, in each case without any compensation or obligation to you and you consent to the use of the Content by Ortto and its related entities to any such use which would, but for your consent, infringe your moral rights. By submitting, distributing or posting such Content on or via the Service, you are representing that you are the owner of such material and/or have authorization to distribute it. Ortto do not claim any interest in the Content you make available on the Service other than with respect to the foregoing license.
Changes to Content
You understand that in order to provide the Service and make your Content available thereon, Ortto may transmit your Content across various public networks, in various media, and modify or change your Content to comply with technical requirements of connecting networks or devices. You agree that the license herein permits Ortto to take any such actions.
8. Trademark Information
Ortto, the Ortto logo and other Ortto trademarks, service marks, graphics, logos used in connection with the Service are trademarks of Ortto Inc. in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.
Ortto’s Proprietary Rights
You acknowledge and agree that Ortto and/or its licensors own all legal right, title and interest in and to the Service, including but not limited to graphics, user interface, the scripts and software used to implement the Service, and any software (including any Content provided therein) provided by Ortto or made accessible to you as a part of and/or in connection with the Service (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including the Software or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with these Terms.
License From Ortto
Ortto grants you a personal, non-exclusive, non-transferable, limited license to use the Software as provided by Ortto as a part of the Service and in accordance with these Terms; provided that you do not (and do not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Software or any aspect of the Service.
Use of the Service and Software, including transferring, posting, or uploading data, software or other Content via the Service, may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations, including the GDPR. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software or Service, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Software or Service for any purposes prohibited by United States law. You further agree not to upload to your account any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of these Terms.
As part of the Service, you may from time to time receive updates to the Software from Ortto which may be automatically downloaded and installed to your device or hosted by Ortto. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software. You agree that Ortto may automatically deliver such updates to you or include such updates as part of the Service and you shall receive and install or, as the case may be, utilize, them as required.
You acknowledge and agree that Ortto shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of the Software updates described above.
Copyright and Digital Imagery
10. Force Majeure
Ortto shall not be responsible to you for our failure to comply with any part of this Agreement, if this is the result of events beyond our reasonable control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, employment shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond its control (a "Force Majeure Event"), provided that Ortto gives prompt notice to you of such Force Majeure Event (through https://www.orttostatus.com/) and uses all reasonable endeavors to continue to perform its obligations under the Agreement.
Termination by You
You may terminate your account by following the steps outlined in Section 3 above at any time before it renews for a Renewable Contract Term. Such termination will take effect from the end of your current Contract Term.
Termination by Ortto
Ortto may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the Terms or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a request by you to terminate your account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) your participation in fraudulent or illegal activities (g) unexpected technical or security issues or problems. Any such termination or suspension shall be made by Ortto in its sole discretion, and Ortto will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service, including without limitation loss of business contacts, sensitive business information or other data. Ortto may, at its sole discretion, terminate your use of the Service or access to this website at any time without notice.
Effects of Termination
If you cease use of the Service, you will not be entitled to a refund of any prepaid fees. Upon termination of your account you will lose all access to the Service and any portions thereof, including, but not limited to, your Ortto account and any content, contacts, data or documents generated, published or stored by the Service.
12. Links and Third Party Materials
Certain Content, components or features of the Service may include materials from third parties and/or hyperlinks to other websites, resources or Content. Because Ortto may have no control over such third party sites and/or materials, you acknowledge and agree that Ortto is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any Content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that Ortto shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Content, advertising, products or materials on or available from such sites or resources.
13. Disclaimer of Warranties
Some jurisdictions do not allow the exclusion of certain warranties, so to the extent such exclusions are specifically prohibited by applicable or mandatory law, some of the exclusions set forth below may not apply to you.
You expressly understand and agree that your use of the Service is at your sole legal risk and the Service is provided on an “As is” and “As available” basis. Ortto and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors, to the fullest extent permitted by applicable or mandatory law, expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In particular, Ortto and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors make no warranty that (I) the Service will meet your requirements; (ii) your use of the Service will be timely, uninterrupted, secure or error-free; (iii) any information obtained by you as a result of the Service will be accurate or reliable; and (iv) any defects or errors in the Software provided to you as part of the Service or the Service itself will be corrected.
Any material or content transmitted, stored, accessed or otherwise maintained through the use of the Service is done so at your own discretion and risk, and you will be solely responsible for any damage to your device or loss or corruption of data that results from any such use of the Service. You further acknowledge that the Service is not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Service could lead to death, personal injury, or severe physical or environmental damage. No advice or information, whether oral or written, obtained by you from Ortto or through or from the Service shall create any warranty not expressly stated in these Terms.
14. Limitation of Liability
Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so to the extent such exclusions or limitations are specifically prohibited by applicable or mandatory law, some of the exclusions or limitations set forth below may not apply to you.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ORTTO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, GOODWILL, USE, LOSS OF OR CORRUPTION TO CONTENT OR DATA (INCLUDING BUSINESS CONTACTS), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF ORTTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (VI) ANY OTHER MATTER RELATING TO THE SERVICE.
ORTTO’S AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID ORTTO IN THE PAST TWELVE MONTHS.
You agree to defend, indemnify and hold Ortto, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable lawyer’s fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service, including without limitation Content which may be offensive, indecent, or objectionable; (c) use of your Account, whether or not such use is expressly authorised by you; (d) any violation by you of these Terms, including, without limitation a breach by you of the Ortto Acceptable Use Policy or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these Terms and/or your use of the Service. This indemnity and waiver provision applies to all violations described in or contemplated by these Terms.
Ortto may provide you with notices regarding the Service, including changes to these Terms, by email, SMS, regular mail, or by postings on its website and/or the Service.
16. Governing Law
Any litigation or other dispute resolution between you and Ortto arising out of or relating to these Terms or your use of the Service will take place in the Northern District of California, and you and Ortto hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect to any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, except that body of California law concerning conflicts of law. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
These Terms, along with any exhibit or appendix, including any Quote Form, constitutes the entire agreement between you and Ortto and govern your use of the Service, and completely replaces any prior agreements between you and Ortto in relation to the Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third party content, or third party software or services. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of Ortto to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to this Agreement. Any translation of these Terms is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these Terms shall govern. You agree that any claim or cause of action you make arising out of or related to these Terms or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred.